All Consuming Darkness
by MissUse
Summary: Jack and Martha decide to stay with the Doctor after the year that never was. The TARDIS takes them to a planet that may be hell on earth and the Doctor must fight to save his life and his sanity. Rated for torture and dark themes
1. Dark Planet

**Set: A short while after Last of the Timelords. **

**Summary: Jack and Martha decide to stay with the Doctor after the year that never was. After a few adventures, the TARDIS takes them to an unknown planet that may be hell on earth. The Doctor goes missing and must fight against his worst fears to keep his sanity while Martha and Jack struggle to save him and survive.**

**Warning: This story has very dark themes and torture (both physical and psychological). Rated M to be safe.**

* * *

><p>"Where to next? We could go see the Fall of Fire on Valamity. It's a waterfull of fire, you see. Or the 3013 festival on Pluto! They have lovely festivals. Or we could go to Abredy. They have 126 moons! And if we do it right, we could arrive right when all 126 are full! Brilliant!" the Doctor said, looking at his two passengers.<p>

Jack and Martha were sitting on the seat in front of the console; Jack with a smile, arms crossed and Martha watching with a look of humor as the Doctor ran excitedly around the controls of the TARDIS.

"Considering we almost got mauled a few hours ago, I think I'd like somewhere nice and relaxing," Martha said.

"Mauled? That's a bit of an exaggeration, don't you think?" the Doctor said.

"That _thing_ almost ate my face off!" Martha exclaimed.

"It came close," Jack affirmed.

"Oh, he was harmless. And it wasn't a _thing._ It was a Marblur. He was frightened, was all."

"_He_ was frightened?"

Jack laughed.

The Doctor opened his mouth to retort when suddenly the TARDIS lurched, flinging its passengers onto the floor. The unmistakable sound of the engine whirring stirred the Doctor from his surprised stupor on the floor and he heaved himself up, quickly going over the controls. He flipped switches and pressed and swiveled buttons.

"What's wrong, what's wrong?" he said.

"What's happening, Doctor?" Jack asked, grabbing hold of a bar and pulling himself up.

"I don't know. Apparently our next stop has been decided for us," he replied just as the TARDIS came to a stop.

Martha pushed herself up from the floor. "Where are we Doctor?"

The Doctor moved away from the controls and grabbed his coat from where it hung between two of the TARDIS's coral pillars. He gave Martha a shrug. "No idea. Let's find out, shall we? Allon-sy!" With that, he opened the door and stepped outside.

Jack and Martha followed after him, stepping out into near-complete darkness.

"Hmm..." the Doctor mused. "It's quite dark, isn't it?"

"That's a bit of an understatement," Jack said sarcastically. He knelt and picked up a handful of black dirt. He recoiled his hand as the painfully sharp grains of dirt cut into his hand. "Ow. It's like glass."

"Maybe it is?" Martha suggested.

"Come on," the Doctor said, walking ahead into the darkness. Jack and Martha followed him silently, listening to the crunches of their footsteps.

"If this is glass, it's everywhere," Jack said.

"It's not glass. It's just very sharp dirt," the Doctor said.

"How do you know? Do you know where we are?" Martha asked, looking ahead at the shadows of looming mountains.

"I know because of the smell. It's a dirt smell. And as far as I know, glass doesn't smell like dirt and dirt doesn't smell like glass. Wouldn't that be strange? Glass that smelled like dirt. It would be like cats that smelled like dogs. Or fish that smelled like birds. Or-"

"Doctor," Martha said.

"Hm? Oh, sorry. Rambling again, aren't I? Anyway, no I still don't know where we are. I don't think I've been here before. Isn't that something? It'll be a first for all of us!" he said and despite the darkness, both Martha and Jack could practically see the giddy grin on the Doctor's face.

"Hey, what's that up ahead?" Jack said.

The Doctor turned and was surprised to find that he could see Jack pointing, which meant light. He turned back around just as several sets of lights zoomed over their heads and soared in the other direction.

"What were those?" Martha asked, watching as they flew away.

"Looked like small ships," Jack said. "Most likely scout ships."

"Where do you think they're going? Maybe a city?"

"One way to find out. Come on," the Doctor said, grabbing Martha's hand and leading them back the other way to follow the lights.

They walked blindly, keeping their eyes on the fading sets of lights ahead. Though Martha and Jack struggled tremendously with the bumpy, sharp terrain, the Doctor had little trouble navigating through the darkness. He never slipped and didn't loose his way when the lights had long past their vision. Being a Time Lord had its perks.

After fifteen minutes of walking, the three of them stopped abruptly when there was a blinding flash of light up ahead. They shielded their eyes as the light spread.

"Doctor, what is that?" Martha asked.

The Doctor was silent, staring ahead in horror as realization struck him.

"Doctor, what is it?" Jack repeated Martha's question, touching the Doctor's shoulder with the hand he wasn't using to shield his eyes.

"It's a planet..." the Doctor replied, his voice heavy. The Doctor could clearly see what was happening thanks to the light of the explosion. From where they stood, he could see a planet on the horizon, sprinkled here and there with the tiny lights from a city or town. It was being fired upon by the ships Jack had spotted and they were leaving nothing untouched. It was being decimated. He could hear cries and screams of fear and terror, heard the heartbeat of the planet itself slowly dying away until it completely stopped. Soon larger ships were appearing, firing upon the planet as well. They stopped only when the planet suddenly broke apart, pieces seperating from each other in charred heaps. There was nothing left.

The ships turned and flew towards them and then over their heads; back into the darkness, which was slowly returning as the fires of the other planet died out.

The Doctor stared at where the planet had been, stunned. His fists closed and tensed to the point that they began to shake.

"Doctor?" Martha asked timidly.

The Doctor felt anger boiling up inside him and knew that if he tried to speak now, he would just end up screaming. So he turned on his heel and started walking the other way, his pace quick and determined.

Martha and Jack quickly followed after him, struggling to keep up.

"What happened?" the Doctor heard Martha whisper behind him.

"Did you see the planet?" Jack asked.

"Yes."

"They killed it." The Doctor could hear the anger in Jack's voice as he said it.

"The whole thing?" Martha asked in shocked disbelief.

"It and everyone on it," the Doctor answered.

"That's against galactic law," Jack said. "Committing a crime like that is practically a death-wish. The Shadow Proclamation will-"

"The Shadow Proclamation doesn't know it's happened," the Doctor said.

"What?"

"They don't know its happened because its out of their jurisdiction," the Doctor replied. He looked around the blackness, down at the ground and then at the sky. He couldn't see many stars. The sky looked blurred with a black mist, but the stars he could make out he recognized.

"You know where we are then?" Martha asked hopefully.

"For the most part. It's hard to say since we're moving," the Doctor replied.

"Moving?"

"Yes."

"So, we're on a ship?" Martha asked.

"No, not exactly. It's a planet. A small one," the Doctor said.

"Then how are we moving?"

"Well, its a planet that's been made into a ship. And judging by the stars, I'd say we're somewhere around the Zueda 76 Galaxy."

"76? How many Zueda's are there?" Martha asked.

"76. Shadow Proclamation rarely comes out this far," the Doctor said. He stopped and spun around in a circle, looking around perplexedly. "Well, almost never. Well... never. Anyway. We need to find the TARDIS."

"Find... as in we lost it?" Jack asked.

"If by lost you mean this is where I left it and its not here anymore, then yes," the Doctor said, running a hand through his hair.

"It's gone?" Martha asked in alarm. She had been holding Jack's arm for support and now she clutched it even tighter.

"Not gone, just not here," the Doctor said. "Don't panic! Don't panic! Let's see... well, it has to be somewhere."

"Hey, Doc, let's find a town. See if anyone's seen it and maybe find out why and who did that to that planet," Jack suggested and the Doctor was certain he had his hand on his gun.

"Fine, but for now that gun remains in its holster," the Doctor said warningly. "I mean it, I don't want to see it out. It may be dark, but I'll know."

Jack nodded his agreement, then realized that he couldn't see him, so said yes.

They found a town fifteen minutes later, sitting at the foot of one of the dark mountains. It had lights, but it did not seem to help illuminate anything. They were only really useful if you were within five feet of them.

It wasn't really a town though. From what they could see, it was really more of a barracks. It had very plain, dark buildings with no signs or numbers or any way of differentiating them. They were all the same size and shape and lined the streets evenly in rows.

The Doctor, Jack and Martha entered the town silently, discovered to their unease that no one was out. The streets were quiet and still.

"I don't know about you, but I don't like this at all," Jack said. "It's too quiet. In my experience, quiet means bad."

"Shh!" Martha hissed.

"I'm just-"

"SHH!"

"Sorry!" Jack whispered indignantly.

"It's alright, Martha, no one's here," the Doctor said. "Well, maybe one someone. Well, three. Well, quite a few. Okay, a lot, but they're not going to hurt us."

"What makes you think that?"

"Well, if they were, they would have already. We're surrounded, after all."

"What?" Martha nearly shouted. Jack quickly shushed her and put a hand on his gun, peering blindly into the darkness.

"Oi, no, no guns!" the Doctor admonished.

"But-"

"I said no," the Doctor said. He looked into the darkness and raised his hands. "Stay here," he whispered to Jack and Martha. Then, he stepped away from them and towards where he thought the largest group of whatever had surrounded them was. "Hello!" he said cheerfully. "I'm the Doctor."

At first, there was silence, but as the Doctor patiently listened, he finally heard a scratched, raspy voice speak, "_Doctor..." _The voice was violent, ugly and it made Jack and Martha throw their hands over their ears to block it out. The Doctor nearly did as well, but managed to keep his hands in his pockets. In all of his travels, he had never heard anything as foul as that. It sounded wrong; like everything filthy and ugly and hateful had been mixed together.

"Yes, I'm the Doctor and these are my friends Martha Jones and Captain Jack Harkness. And who am I speaking to?"

"_Legion_," the voice answered.

"Hello," the Doctor said, keeping his voice calm and controlled. "Good to meet you. Now, can you help us? See, I've lost my box. It's a big blue box. I had it parked out there on the outskirts of your... town, I suppose you'd call it. Is this a town? More like a military base, but you're not military, otherwise you wouldn't be hiding. What was I saying? Oh, yes, my box. Yes, its a big blue box and its hard to miss. That being said, you must be wondering how I lost it. Well-"

"_You speak too much_," a new voice said darkly.

"I do tend to ramble. And what do I call you?"

"_Legion_," the voice answered.

"You're both Legion?" Jack asked. "Run out of names?"

"_We are many_," the voices answered in unison, joined by more ugly, foul voice. This time, Martha and Jack kept their hands at their sides, but their faces scrunched in looks of disgust.

"So you are," the Doctor said. "Well, I don't suppose any of you have seen my box?"

Silence.

"Alright, then maybe you can tell me who destroyed that planet half an hour ago," the Doctor said, his voice constricted anger as he thought of the dying screams. "Who did it?"

"_Legion,"_ the voices answered.

"You did?" Martha asked, her voice sounding tiny and timid.

"_No, not us. Legion did it_," a voice answered and though this voice was just as foul as the rest, the Doctor was fairly certain that it was young.

"What do they mean, Doctor?" Martha asked.

"They can't differentiate from each other," the Doctor said. "They mean someone else."

"Who then?" Martha asked.

"_Legion!_" another voice answered, its voice dripping hatred. "_Legion did it! It was his will!"_

"Hold on," the Doctor said. "Whose will? Someone who isn't Legion?"

"_We dare not speak his name_," one of the voices said, this one with hate and fear.

"He gets his own name? He must be very important," the Doctor said. "Where can I find him? I need to have a little talk wiith him."

"_Talk? No. There will be no talking_," a voice said. Several growls echoed through the darkness around them and the Doctor stepped back towards Jack and Martha, looking around nervously.

"Well, alright, thank you for your time. We'll be going then," the Doctor said. He began to slowly usher Jack and Martha backward. He heard Jack pull out his gun and didn't stop him. He had a bad feeling in the pit of his stomach and was fairly certain they had overstayed their welcome.

"_Going? You must not go._"

"Oh, we're quite busy looking for my box. I'm afraid we can't stay," the Doctor said.

"Yes, very busy, but thank you for your help," Martha said.

"_You must stay. Legion wants you to stay._"

"I bet you do, you nasty-" Jack began, but the Doctor quickly hushed him.

"_Don't_ antagonize them," he hissed.

"_ You must stay. Legion will tell you where your box is, but you must stay,_" the young voice said.

The Doctor stopped. "Where's my box?" he asked.

"_You must stay."_

"Tell me where my box is," the Doctor said, his voice becoming angrier and he stepped towards the voice. This immediately caused a stir amongst the beings in the dark, for they hissed and growled, but the Doctor could hear fear in it; not anger.

"_He has it. Stay, stay,_" the young voice answered.

The Doctor paused at the shadow and then pulled out his sonic screwdriver. He pointed it and then pressed the button, letting the small device whistle and the blue light to glow. He had just wanted to get a reading to figure out what it was he was talking to, but the beings suddenly howled and snarled and started running around and the Doctor finally caught a glimpse of one...

And immediately wished he hadn't.

If their voices had been terrible, their appearance far succeeded it. Some looked human, some Slitheen, some Graske, Draconian, Silurian, and more aliens that the Doctor recognize, but all of them were deformed. They were skeletal, covered in a leathery skin. All of them were hunched, crawling around on wrinkled hands and feet. Their faces had no mouths, no noses, no ears; only large and completely gray eyes, as though blind.

The Doctor stared at them in wide-eyed horror, frozen to the spot and behind him he could hear Martha crying.

The young being scurried into the Doctor's view and looked up at him. It was smaller than the rest, but its seemed to be unnaturally weak. He could see that it was struggling to move and simply couldn't get away from the Doctor's still pointed sonic screwdriver no matter how hard it tried.

The Doctor felt a tear fall down his cheek and his hand fell limply at his side. He knelt down, watching the young being as it struggled to move, but it suddenly stopped and stared at him with wide eyes.

"What happened to you?" the Doctor asked.

It stared at him silently.

"He did!

" a voice shouted and more shouts followed this, each heavy with sorrow and pain. _"He did! Stay!"_

The Doctor looked around and though he still couldn't see very well, he could tell that they had all come out of their hiding places and were staring at him.

He looked up at them, tears blurring his vision. His mind reeled and he thought for a moment he might pass out, but slowly he rose to his feet and turned to Martha and Jack, who were both staring around in the same wide-eyed horror that he had. Martha was still crying and now she covered her mouth and shut her eyes to the grotesque scene. Jack looked up at the Doctor and he could see the vengeance in his eyes.

"Doctor..." he said.

The Doctor stared at him, not daring to look around for fear that he would simply fall apart. Instead, in the strongest, resolute tone he could muster, he said, "Let's find _Him._"


	2. Taken

To the Doctor's relief, Legion had let them leave the "town", their large eyes watching them as they left. He was fairly certain that a few would follow them for a little while, but doubted that they would follow them very far from the town. Despite their frightening appearance and sound and their almost threatening nature, they were obviously afraid of them.

They had been walking in silence for a half hour before Martha finally addressed what they had seen.

"Doctor," she said tentatively, her voice coming out almost hoarse. "Doctor what were they? Some of them looked... human."

"Some of them were human," the Doctor replied, his voice sounding more cold than he had intended. He didn't really want to talk about it. He barely wanted to think about it. He had seen a lot in his time, but never anything like that. Nothing came close.

"How can that be?" Jack asked. "Earth is billions of light years away. And some of them looked like Sontarans. How can that be?"

"I don't know," the Doctor replied. He had a theory, but they didn't need to hear that at the moment.

"What was wrong with them? How did they all get here?" Martha pressed, her voice rising. She sounded like she was on the verge of panicking and was working very hard to keep herself under control.

"Maybe "He" is a slave trader," Jack suggested, but he didn't sound too convinced with himself.

"No, those weren't slaves," the Doctor said.

"Well, then what were they? What aren't you tell us, Doctor?" Martha asked, grabbing his shoulder and stopping him in his tracks.

The Doctor sighed, but didn't turn around. He had gotten fairly used to the darkness and didn't want to see her face. "What you saw were husks. Humans, Sontarans, Graske, and others, but they're not themselves anymore. They've lost that part that makes them who they are; makes them different."

"So... they've lost their humanity?" Martha asked.

"Essentially," the Doctor replied. Now his voice sounded quiet and he wished he sounded more comforting.

"Okay, then what is Legion?" Jack asked.

"I don't know." He had been tossing around several theories in his mind. Perhaps it was an entity that had taken the husks as home, but then, he had been so sure that he'd seen a tiny sliver of life in the eyes of the young... Silurian. It had been a Silurian. The Doctor felt a pang of sadness at having identified what it had once been, but quickly pushed away all thoughts of it, focusing his mind on the problem at hand. His other theory was that they had been supplied a name by something else -most likely "Him"- and with what little was left of them, had taken to it without argument. This felt more likely. Whatever had happened to Legion had created a new species, one of instinct and simple understanding and thought. They had no individual identity save for the fact that they had individual bodies. What could cause something like that was beyond him.

"Maybe Legion is an entity all by itself," Jack mused, voicing the Doctor's first theory aloud. "A collective consciousness."

"No, they were smart enough to look after themselves," the Doctor said. "They might have all had the same name, but I think they had a basic idea that they were different from each other; only enough to watch out for themselves, rather than the group as a unit. If they were a collective consciousness, they wouldn't have left that young Silurian out in the open like that."

"But they all spoke the same, like they were all thinking the same thing," Martha said.

"They were thinking the same thing. They're not very intelligent. It's like the saying, "great minds think alike but fools never differ". They're not smart enough to have different opinions from each other."

Martha was quiet, before saying quietly, "That's so sad. How did that happen to them?"

"I told you, I don't know," the Doctor said. "But I'm guessing "He" does."

"Where do you think "He" is?" Jack asked.

"Most likely at the center of the planet," the Doctor said.

"Past those mountains, then?" Jack asked, gesturing towards the tall black masses that they had been walking towards.

"Right-o... remind me never to say that again," the Doctor said.

Martha gave a short chuckle and the Doctor smiled pleasedly. "So, we're going rock-climbing, then?" she asked.

"Yep," the Doctor replied, letting the P pop on his lips.

"I'm not really dressed for it," she said, looking down at her shoes with dismay. They weren't exactly designed for long treks, much less rock-climbing.

"Don't worry, neither am I," the Doctor said. He loved his trainers, but they could get uncomfortable if he walked around in them for too long.

"That's why I like boots," Jack said. "You never know when you might need to climb up a mountain."

"Well, if you dressed with that logic in mind, you'd wear an umbrella hat," the Doctor said. "A pair of gloves in case it got cold and a bathing suit underneath just in case you come across a lake."

"Oh, crap, I left my umbrella hat in the TARDIS," Jack said.

Martha laughed.

They climbed the mountain for about an hour with relative ease. The Doctor helped them along in particularly dark spots and before long they were making their way down the other side, guiding by distant, dull lights below of another "town".

"I don't want to go in, Doctor," Martha said as they came to the foot of the mountain, looking at the lights mere minutes ahead of them.

"Me neither," the Doctor replied honestly. He would have rather faced a horde of Daleks, if Daleks came in hordes, but he was hoping that perhaps whatever lay in this town would be able to tell him where "He" was and maybe where the TARDIS was. That didn't mean, though, that Martha had to go in. "You and Jack stay here. If I'm not back in ten minutes, go hide."

"You're going in alone?" Jack asked uneasily.

"It would be less threatening if its just me."

"Exactly," Jack said. "I don't think its a good idea."

The Doctor flashed him a grin in the dark. "It's me. Don't worry. I'll be back before you can say Time And Relative Dimensions In Space." With this, he stuffed his hands into his pockets and sauntered off towards the lights.

When he walked into the town, it was just as it had been in the last. Complete silence and stillness, leaving only the feeling of being watched in its wake. He looked into the shadows, trying to catch a glimpse of what lay behind it, but saw nothing. He stopped when he had reached the center of town (there was no real indication of this, he just assumed that he had reached the center) and swayed on his heels, looking around expectantly. When nothing happened, he decided to introduce himself. "Hello! I'm the-"

"_Doctor..."_

The reponse was so loud and menacing that he visibly flinched at it, planting his feet firmly on the ground and looking around in alarm. "Word travels fast here," he said to himself. "And you are Legion."

"_We are Legion,"_ voices replied.

Something was different. Something was wrong. _Very_ wrong. These voices sounded different from the ones in the other town. These were more confident and... malicious with a hint of wicked laughter.

"Yes, so I've heard," the Doctor replied, trying to calm his hearts. He could hear faint sounds of footsteps and knew that they were circling him, crossing from shadow to shadow to keep out of sight. "Don't suppose you've seen my box? Big, blue, hard to miss. Looks like a police box. Well, the outside does, at any rate."

"_We have seen it," _one of the voices replied. "_He has it._"

"So I heard. Don't suppose he'd be willing to give it back?"

"_Not likely._"

"Well, then maybe you'd be willing to tell me where "He" is and we can talk about it."

"_There will be no talk._"

"Yes, yes, I've heard this bit," the Doctor said, waving a hand impatiently. "Are you going to take me to him or am I going to have to find him and my box myself?"

"_He wants you._"

The Doctor paused. That was a weird way to say it. It made his stomach turn over and he had to take in a deep breath to calm himself. "Good. I have a lot to say to him. Now, just give me a minute to-"

Something rushed out of the darkness, throwing itself onto him and knocking him clean off of his feet. He landed on his back with a thud that knocked the air from his lungs, whatever had toppled him over still on his chest. He looked up into a pair of horrible, ghostly white eyes that stared down at his with maniacal glee. It almost looked like a hound. Almost. It was bony, like most of the inhabitants of the planet, and covered in a thick, shiny, black leather pelt. Its head was skeletal, the nostrils caverns in its skull, its teeth sharp and visible in a lipless mouth. There was a long, thin cord of a tail stretching several feet behind it, whipping at the air. Its clawed hand was pressing painfully against the Doctor's chest, pinning him to the ground. It looked like it was capable of standing on its hind legs, but obviously prefered being on all fours.

It stared down at him, growling viciously at him and for one horrible moment the Doctor thought it was going to maul his face off- oh the irony of it, but instead, it simply snapped at him and then grabbed him by the shirt, hoisting him up from the ground. Suddenly he felt more clawed hands grabbing at him, taking hold of his coat, his arms, his legs, anything they could grab. He knew he was going to have a lot of cuts after this, but decided he would worry about that when they were all safely back on the TARDIS.

The creatures gathered round him, lifting him up over their heads while growling and snapping at each other.

"Take him to him!"

one said- he was much larger than the rest and indeed more vicious looking. "_Search for his friends. Take them! Take them!"_

"No, no, don't do that!" the Doctor shouted at them in a state of panic, but none of them were listening to him. They howled with delight and the ones that had hold of the Doctor began to run out of the town with alarming speed and agility. "Wait! Wait!" He shouted, struggling madly against the clawed hands holding him, but it was no use. Before he knew it, the town -and Jack and Martha- were long gone behind him.

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><p>Jack looked around the darkness with a grimace. The Doctor's ten minutes were almost up and still he had not shown up.<p>

"Do you think he's alright?" Martha asked, hugging herself against a sudden gust of cold wind.

"He's the Doctor," Jack replied.

"That's not the most comforting thing you could've said," Martha said.

Jack couldn't help but smile at that, but it quickly faded when he heard faint crunching of dirt beneath feet. "Someone's coming." He looked at Martha just as she began to open her mouth, no doubt to call for the Doctor, and quickly threw a hand over her mouth to silence her. Before she could protest, he picked her up and began to drag her backwards, whispering in her ear for her to shush.

Martha complied and he let go of her. Grabbing her hand, he guided her backward, looking in the darkness for some brush or a tree to hide behind. He knew that whatever was coming wasn't the Doctor. It was too big.

In the short time they had been on this planet, Jack had only encountered a few trees, all of which were supremely dead; like touch it and it disentigrates dead, but they would still be good enough to hide behind. To his great relief, he was able to find a very large one and quickly ushered Martha behind it, followed after her. Both were careful not to touch it, lest they destroy their hiding place, but got as close as they could.

The footsteps suddenly grew in number, alerting Jack that there was more than one of whatever it was lurking out in the dark. He raised his unholstered gun, trying to covertly peek out from behind the trunk of the tree to see what was out there. It was really a useless gesture. He could only just barely see what was in front of his face.

He turned his head from around the tree, coming immediately face to face with a pair of bright, ghostly white eyes. He froze on the spot, staring into their depth with alarm. Should he move? Should he shoot? So far, the eyes just continued to stare at him unseeingly and he hoped that perhaps it was blind. This theory was tossed however whenever the eyes shifted at a small motion from Martha as she shifted into a more comfortable position. She didn't know it was there. She didn't even know there were more walking around. Jack had only been aware of them because of his long years of training.

Suddenly, a voice far more horrid than the voices of Legion at the other village had been rang out in the darkness. "_Do you see them?_"

The eyes seemed to flicker and then the thing in front of him spoke, "_No._" It then turned away, stalking off into the darkness.

Jack let out the breath he had been holding and then sunk deeper behind the tree, pulling Martha close so as to ensure she was well hidden.

"_Find them! He wants them!_" the voices howled, followed by lots of snarling and growling. Soon, the crunches of their footsteps vanished from earshot.

Jack relaxed and slowly stood up, gun pointed out into the dark. He was fairly confident that they had gone, but he wanted to be sure. After surveying the area, telling Martha to remain hidden, he returned to the tree and helped her onto her feet.

"It feels like I have bits of glass in my pants," Martha moaned bitterly. "What were those?"

"I don't know. I don't think they were Legion, though. They sounded different; bigger."

"You don't think they... that they..."

"I don't know," Jack said. "The Doctor's smart. He's probably out there right now looking for us."

Martha looked around, as though hoping that he would suddenly pop out from behind the tree they had been hiding behind.

"One of them saw me," Jack said.

Martha turned to him. "What?"

"One of those things. I was trying to get a peek at them, and it saw me. It was staring right at me. It saw you, too."

Martha's face, although blurred by the darkness, was still unmistakably horrified with this knowledge. "But, why didn't it attack?"

"I don't know. One of the others asked if they saw us. It said it didn't."

"Why would it do that?" Martha asked, hugging herself again, but not from the cold.

"No idea," Jack admitted. "But we shouldn't hang around here. Come on. We need to find a better place to hide."

"But what about the Doctor?"

"He'll find us. Now come on," Jack said, taking her hand and leading her out into the darkness, hoping that what he'd said was true.


	3. Mercy

**Thank you everyone for your comments! **

**Ayiana89: Thank you very much. And here you are.**

**Issy: Thank you very much. And that's a very good point. Hopefully I have rectified that in this chapter. I really appreciate the critique. **

**Dengirl: It gets much worse. And thank you.**

* * *

><p>The Doctor was fairly certain they had entered a building, because the stars overhead suddenly disappeared. There weren't any windows (but he supposed windows wouldn't really be necessary if it was too dark to see out of them) otherwise he might have been able to see a little bit, but wherever he was, it left him completely blind.<p>

They carried him into a wide entryway; wide enough for three average sized houses to fit in- or at least he guessed. He couldn't see, but judging from the long echoes of the creatures' footsteps, the room sounded very large.

He was carried across this room before being unceremoniously dropped onto the floor on his hands and knees. Then he was left alone, feet scurrying off and away from him.

Slowly, he got to his feet and brushed himself off, wincing when he accidentally wiped at a cut. He then tried to get his bearings (a difficult feat when he couldn't even tell if his eyes were open or closed). "Hello?" he shouted, listening closely to the echoes and determined that he was at the far end of the room, meaning the only door he was aware of was a good 60 feet away; too far to run to if worse came to worse. He would have to be sneaky if he wanted to get closer to it.

"_Doctor._"

The Doctor cringed. This voice was likely the worst he'd heard all day. It was slightly smoother than all the others, but he could hear what could only be described as evil dripping from that voice. It was also slow and precise, suggested to the Doctor that he must have been talking to _Him_.

"Oh, hello!" he said cheerfully, masking his disgust and fear. "Thought I was alone. Hard to tell. It's very dark. Can't see a thing. So... who am I speaking to?"

"I have heard of you,

" _He_ said, ignoring the Doctor's question. _He_ paused and the Doctor knew he was smiling wickedly. _"You shall make me gleischlak_."

"I'm sorry?"

"_You speak my language but do not know this word_?"

"I have a translator, but there must not be any words in the universe to translate _gleischlak _into. Though I'd guess by the context that its some perverted form of _happy_," the Doctor guessed.

"_Hap-py?"_

"Yes, happy. The feeling you're having right now. That's happy."

"_You make me happy."_

"Good!" the Doctor said with a smile.

"_Gud_?"

"No word for that either, eh? It's... well... well its not bad."

"_Ah, but bad makes me hap-py_."

"That's not a good thing."

"_Gud_ _doesn't exist here, Doctor_."

"I see that. Otherwise you would know what those words meant. What about joy?"

He stared at him, the word obviously lost on him.

"Alright, what about peace?" he waited, but there was only silence. "No? What about nice? Pleasant? Love? Mercy?"

"_Mercy. Yes, I know the word. Many have begged me for it_."

"Did that planet beg for it?" the Doctor asked, letting anger seep into his tone.

"They did.

"And you ignored them," the Doctor said. He couldn't keep their screams from suddenly invading his mind and it took some effort to force them away.

"_Indeed._"

"Who are you?" he said it more as a demand.

He didn't answer.

"I asked you who you are," the Doctor said, more sternly than before.

"_You think yourself entitled to my name, _Time Lord_?" He_ asked scathingly. "_You have much pride... but not for long._"

"Who are you?" the doctor asked, his voice raising so that it reverberated off of the walls and echoed in the darkness.

"_I have many names. I have been called Devil, Evil One, Dark One, Devourer, Destroyer, but my first name was Akdevor." _

"Never heard of you," the Doctor said coldly.

"_You wouldn't. All who have met me are perished or Legion," _Akdevor said.

"That reminds me, I wanted to talk to you about them," the Doctor said, unable to keep the anger out of his voice. "They were hundreds of different species. What have you done to them?"

"_They were reborn... In my image._"

"Reborn? There's nothing left of what they were!"

"_Precisely._"

"You destroyed them! What they were is gone! They're nothing but husks!" the Doctor shouted furiously, taking his hands from his pockets and clenching his fists.

"_They are Legion; born as I was of pain and hate and suffering. Some became beautiful, some were lost. I suspect you shall be beautiful._"

The Doctor felt creeping into his hearts, but he was too angry to really notice it. All his mind could think of was the planet, and those people at the town, deformed and empty of all that they were; dead. "So that's what you do, then? You gather people up and turn them into those... _things_ in the town? Let me tell you now, that is _over._"

"_Oh? And who is to stop me? You?_"

"Yes, me," the Doctor said, glaring daggers into the thick blackness.

Akdevor laughed, the sound sickening to the ears and it took the Doctor effort not to cringe and cover his ears. "_We will see..._"

The Doctor heard the footsteps coming and tried to get out of the way, but he couldn't see and ended up moving straight into one of the creatures' path. Several clawed hands grabbed him again, more viciously than before, cutting into his arms, sides and legs. Too fast for him to defend himself or stop them, they began dragging him away.

* * *

><p>Martha was slowly getting used to the darkness and could see a few feet ahead now. It wasn't ideal, but it was much better than before. She and Jack had been walking for what felt like hours, trying to find a cave or maybe an empty building to hide in. Occasionally, she would look back to see if the Doctor (or anything else) was following.<p>

They were steadily climbing back up the mountain, going about it more slowly than their last trip as they searched for good places to hide and rest. Finally, Jack called out. "Martha! I found something."

Martha met him at the entrance of what looked like a cave, although it could have been a black hole. She wasn't sure.

"What if something else is already in there?" Martha asked.

"That's what this is for," Jack said, holding up his gun with a grin. "Come on. I'll go first."

"I wish we had a light," Martha said longingly.

"And draw attention to ourselves? No, it's probably better this way," Jack said as he stepped into the pool of black, his foot disappearing into its shadows.

"Ugh, the darkness here is so _thick_," Martha said as she followed after him, becoming immediately engulfed in darkness. "You could drown in it."

Jack walked forward a few feet and then abruptly stopped. "Oh. It's not that far in. I've aready hit the wall," he said, knocking on the rock surface to demonstrate. The sound echoed shortly before dying out.

"That's good," Martha said. "Less to worry about." She hugged herself as another cold breeze rolled into the cave and wished absently that they could start a fire. Even if they'd wanted to, there was nothing to burn; all of the trees disentigrated at the slightest touch. "Why do you think the TARDIS brought us here?"

Jack shrugged. "Who knows? I never really got the TARDIS... then again it never really got me, either. It doesn't like me. Maybe it wanted to dump me here," he teased.

"The Doctor wouldn't leave you in a place like this... maybe somewhere else, but not here," she said playfully. "Maybe the TARDIS _didn't_ bring us here. Maybe something else brought the TARDIS here."

"That's impossible," Jack said.

"No, it isn't. It's happened before," Martha said. "Not a lot."

"You know, sometimes the TARDIS goes places because that's where the Doctor needs to be," Jack said. "_That_ happens a lot."

"Do you think he's here to help those... things? Legion?"

"Possibly," Jack said. He paused for a moment and then touched her arm. "Hey, why don't you get some sleep? I'll keep watch."

"_You are not good at watching."_

A gun firing echoed loudly in the cave followed immediately by a flash of light that revealed a creature standing in the shadows of the cave. Martha didn't get a very good look at it, but what she did see was that it was _very_ big, animal-like and skeletal. She threw herself down onto the cave floor and pressed herself against the wall, trying to keep out of the line of fire.

There was a loud hiss of rage and then grunts as two bodies fought against each other. Realizing that Jack was physically fighting it, she got up from the floor and made her way towards the noise. She grabbed at something slick and leathery (she was pretty sure she had hold of the creature's arm) and began pulling to get it away from Jack.

"_Mercy!_" the voice cried, hunkering down and back away, trying to get out of Martha's grip.

"Martha, let go of it," Jack said.

She couldn't understand why on _earth_ Jack would want her to leg go, but she complied nonetheless and released her hold. The creature scurried back but did not run away. Instead, he sat at the foot of the cave so that its outline could be seen in contrast to the entrance of the cave.

"You saw me earlier," Jack said.

"_I did,_" it said.

Martha stared at it, marveling at the size of it. It was much bigger than it had felt, she could see and it did not sound in the least bit tired from the scuffle- both she and Jack were panting- so why it would have asked for mercy was a mystery to her. It could have easily taken them both without growing tired. Why hadn't it?

"Why didn't you attack us earlier?" Jack asked, quickly getting control of his breathing and sounding calm but dangerous at the same time.

"_I need the Doctor."_

Martha's brow went up in surprise and she knew Jack had a similar look on his face. "Why?" she asked. "How do you know him? Where is he?"

The creature made a noise like it was uncomfortable. "_He has him._"

"Who has him?" Martha asked angrily.

"_I dare not speak his name. He has the Doctor and his blue box. I need the Doctor._"

"You said that already. Why? Why do you need the Doctor?" Jack asked.

The creature shifted on its haunches, like it wasn't used to so many questions. Martha guessed that he didn't talk to anyone very much. "_The Doctor must help me._"

"Help you how?" Jack pressed impatiently.

"_The Doctor must help me._"

"Just answer him," Martha snapped, her own patience wearing thin. She was also growing concerned that this was some sort of trap and that there were more of whatever this thing was waiting nearby.

"_The Doctor must help me to remember. I cannot remember. I am different._"

"Different?" Jack asked curiously. "What do you mean?"

"_Legion is the same. I am different. I remember... small things. I cannot remember. The Doctor must help me._"

Martha could tell that this conversation was going in circles and wouldn't stop, so she moved on. "Where is the Doctor?"

"_With Him._"

"Where exactly?"

"_Mountain. In the mountain. I need the Doctor._"

"Yeah, we know," Jack said irritably. "Is the Doctor alive?"

"_Alive. He is alive. But He has him. I will help you help the Doctor. The Doctor must help me._ _I need the Doctor._"

Martha listened to the creature with a grimace. It wasn't very intelligent. It could barely clear its thoughts enough to answer questions and she couldn't help but find herself taking pity on it.

"Can you take us to him?" Jack asked.

The creature hissed loudly. "_No! No! No! He has him. You will be Legion. No. No. I need the Doctor. No!_" it hissed again wildly and started swaying back and forth as though it were dizzy. "_The Doctor must help me. He has him. No! NO! No!"_

"Calm down!" Jack shushed it, looking out of the cave to ensure nothing heard it. "Shh! Wait, go back. What do you mean we will be Legion?"

"_We are Legion,"_ it said.

"I know, but you said we would be Legion," Jack said.

"_He takes them. They become Legion. You will be Legion. No."_ It started pacing the entrance of the cave, shaking its head furiously. "_You must not. No. I need the Doctor. I need the Time Lord._"

"What did you say?" Martha said.

It suddenly stopped its pacing and turned its large, canine-like head towards her. "_... I cannot remember. We must help the Doctor._"

"How are we supposed to help him if you won't take us to him?" Jack said hotly.

"You must not be Legion. Must not. Must not. No, no, no, no, no.

" It growled in frustration and was silent for a moment. Then suddenly it raised its head and looked out of the cave. "_Legion! Legion!" _it shrieked quietly, almost completely silent. It rushed out of the cave and looked back inside at them. "_Must not be Legion. Come! Legion! Legion! Come!"_

Martha's eyes widened as she realized the creatures meaning. Others were coming. She reached blindly out until she found Jack's arm. "I think we should follow it," she said.

"Follow _that_ thing?" Jack said in disbelief. "I'm not following it."

"If it wanted to kill us, it would have already," Martha pleaded, keeping her voice low while watching the creature. It was pacing hurriedly and looking inside at them. "We're running out of options."

Jack growled angrily. "Fine, but stay close to me." He bent down, searched the floor for a moment, before finally picking up the gun he had lost in the scuffle. Then, he went to the entrance, glaring at the creature as he came out into the open.

"_Come! Come!_" it said. "_Legion! Legion comes!_" It started to reach out to Jack.

Jack immediately raised his gun at it and the creature recoiled.

"_You are weak, human. Legion comes,_" it said, reaching out slowly again. Martha, now outside of the darkness of the cave, could see its clawed hand reached for Jack. She could also see its huge, ghost-white eyes staring at nothing. There were no pupils and she wondered if perhaps it was blind.

"Weak? Who're you calling weak?" Jack asked.

The creature hissed at him, barring its sharp, jagged teeth. It then run around in a circle around them and Martha realized it was demonstrating its speed. It was much faster than she or Jack could run even if the sun was shining and the ground was flat and without obstacle.

"You want to _carry_ us?" Jack gaped. "No. No way. Forget it. We'll walk."

It growled angrily. _"You will be Legion!_"

Suddenly the sounds of footsteps- fast approaching footsteps- echoed up to their ears. Martha looked back, but still couldn't see well enough to spot anything more than a few mere feet away. She turned to Jack. "Jack, more are coming. I think we should just let it carry us."

"Are you out of your mind?"

"You think I _want_ to? Those things are coming and it is our only chance," she said.

"_Come,_" it said. It reached out and grabbed Jack's arm. Without warning it hoisted him into the air and put him none-too-gently onto his bony back. It did the same with Martha, not waiting for either of them to get situated or grab hold before it started sprinting through the darkness.

Martha nearly fell off when it started to run. She just barely had time to grab onto an oddly placed bone to save herself. Jack had his arms around its neck, a look of misery on his face. Martha hoped desperately that she hadn't just made a huge mistake.


	4. Last Of The Vour

Legion carried them for hours, seemingly doubling back, going around in large circles and then continuing on its way. The ride was extremely uncomfortable. Legion was just barely large enough for Jack and Martha to sit on together, and its protruding bones poked and stabbed at them and made it difficult to sit. Jack held onto to several bones sticking out of the creature's neck, while Martha had a hold of his waist.

Legion continuously flicked its head from side to side, looking around with paranoid alertness. It stopped a few times, sniffed heavily at the air, before hurrying off again. After what felt like ages, it stopped in a small clearing surrounded by a forest of tall, shadowy, dead trees and gave a little shake for them to get off, its long, bony tail touching one of the trees and making it disintegrate.

Jack jumped gratefully down from Legion's back and helped Martha down. Legion gave another, more violent shake like a dog drying off.

"Where are we?" Jack asked, looking around the clearing warily.

"_You are s__afe,_" Legion replied. "_These are the o__utskirts._"

"Outskirts?"

"_Far from Him,_" Legion said. "_Far from Legion._"

"Well, that's great, but now what? We can't just sit here. We need to find the Doctor," Martha said.

Legion let out a low growl. "_He is too powerful_."

"Yeah, okay, I'm getting tired of this _He_ stuff," Jack said in annoyance. "Who and what is _He?_"

"_We dare not speak His name,_" Legion replied.

"I've heard enough of _that, _too," Jack snapped. "Just give us some answers."

Legion hissed at him. "_I cannot._"

"If you want us to help then you're going to have to start answering questons," Martha said. "We've been going around blind- literally half the time. We need information."

Legion growled and began pacing the clearing, shaking its head violently, mumbling under its breath, "_Cannot... cannot... cannot..._"

Martha watched the creature, wondering how it had become that way. There was no denying it was the most ferocious, disgusting creature she had ever seen, but as it paced, all she could feel was pity towards it. Legion shook his head in distress and frustration.

"Legion," Martha said, reaching out a tentative hand.

Legion caught the movement from the corner of its eye and immediately snarled ferociously at her, displaying its sharp fangs and stepping forward threateningly at her. Both Martha and Jack jumped back in alarm. Jack moved in front of Martha and pulled his gun, training it at Legion's head.

The beast growled and stepped away, lowering its head.

"I told you this wasn't a good idea," Jack said, his gun still aimed at it.

"Calm down. It was my fault. I scared him," Martha said, lowering Jack's gun.

Jack gawped at her. "Your fault? _Him?"_

"I think its a him," Martha said. She looked over to see Legion eyeing them both suspiciously.

"It's an it," Jack corrected dibelievingly.

"What's wrong with you? He's just trying to help us."

"I don't know _what_ its trying to do," Jack said, glancing at it suspiciously, "but I don't trust it."

"_Trust?_" Legion asked slowly, saying it as though the word were foreign to him.

Jack stared at it for a moment and then looked at Martha. "See?"

Martha turned to Legion. "Don't you know what that means?"

It stared blankly at her.

"Trust is when you can rely on someone or something."

It was silent for a moment, staring with its unseeing eyes.

"Do you understand?"

"_Legion does not know this word. You humans have strange words._"

"Call me Martha," Martha said. Jack gazed at her like she had worms coming out of her ears.

_"Human Martha?"_

"No. Just Martha."

"_Just Martha._"

Martha smiled sympathetically at it and then put a hand on her chest. "Martha."

"_Martha._"

She nodded.

It sniffed at her. "_Martha."_

"Are you done?" Jack asked. "This isn't a pet."

"I know that, Jack," Martha snapped, more harshly than she'd intended. She then turned her back on Legion and got close to Jack so that they could speak unheard. "I'm just trying to get him to trust us. If he trusts us, he'll tell us what we want to know."

"It can hear you, you know," Jack said, glaring back at it.

Martha looked over her shoulder. It was watching her intently and she could tell it was listening to every word she said. She looked back at Jack. "Stop calling him it."

Jack rolled his eyes and turned to Legion. "Hey, are you going to answer our questions."

Its leathery face wrinkled into a scowl.

"So we can help the Doctor," Martha added.

Legion huffed, fidgeting and looking around nervously, as though it expected something to jump out from behind the dead trees. "_He is Akdevor._" As soon as it had said it, it violently flinched and looked around. For a moment, it stayed in its defensive position before turning its eyes to Martha, surprised to not have been punished for speaking _His _name.

"Now we're getting somewhere," Jack said, folding his arms over his chest. "What is he?"

"_I do not know."_

"Why'd he take the Doctor?"

"_I do not know."_

"How are we going to help the Doctor?"

"_I do not know._"

Jack sighed and rolled his eyes, throwing his hands up in exasperation. "Okay... why do you need the Doctor's help?"

Legion hesitated, glancing between Jack and Martha distrustfully. "_I need the Doctor._"

Jack half-sighed half-growled in annoyance. Martha touched his arm to calm him down. She then turned to Legion. "We know, but why?" she asked gently.

Legion shook its head and suddenly began growling and hissing and howling. It paced, clawing at the ground and whipping its tail as it walked in circles. It stopped abruptly and clawed its head fuiously.

"Legion, stop," Martha said in alarm. "It's alright. Stop."

It looked at her. "_I need the Doctor! I need the Doctor!"_

"Yes, we know, it's alright," Martha soothed, putting her hands out uselessly. "Legion, calm-"

"_Grem."_

Jack looked at it, startled. "What?"

Legion looked at the two of them for a moment, its eyes wide with confusion. It began clawing at its head again, sitting down on its haunches. "_I do not remember..."_

"What does Grem mean?" Martha asked it.

Legion stopped clawing long enough to look at her. "_Nothing._"

"Then what is it?" Jack asked.

Martha stared at the beast for a moment, at its hideous body and ghostly eyes. "Is that your name?"

"_We are Legion. I need the Doctor. The Doctor must help me. We are Legion. We are Legion. We are Legion!"_ it growled.

"It's alright. It's okay," Martha said.

Jack looked at her. "Why would you think that's its name?"

"Jack... what if he's like the others back in that town? A husk? They can't have always been that way. We _saw_ humans there. I think he's like them and something happened to everything on this planet. They had names. I think Grem is his. I also think he needs the Doctor... because he's remembering."

* * *

><p>The Doctor was taken to another completely dark room and thrown to the floor. He was covered in slashes and cuts from the impolite manner he'd been carried in. He had barely started to stand up before he was grabbed again and tossed into a corner and then something cold and metallic clicked around his neck.<p>

He heard several sets of feet retreat, growling wickedly and then disappearing entirely. Fairly confident he was alone, he touched the thing around his neck, frowning as he traced a metal cord back to the wall. He snapped his fingers, the echo short; the room was small and square and darker than a black hole. He touched the metal collar again, feeling around until he found where it opened. He paused, considering opening it and trying to escape, but he wasn't confident that he could do it successfully. He'd want to at least know where he door to his room was before attempting it.

All plans of escape ceased when the door opened (he now knew where the door was) and several footsteps entered the room.

"Excuse me, hello," the Doctor said. "I don't usually complain, but this is terribly uncomfortable." He shook the cord so that it clicked against the wall loudly. "Don't suppose I could trade it in for a pillow?"

There was no answer.

"Some light might also be nice, if it isn't too much trouble."

The footsteps approached and then stopped. Suddenly a presence forced itself into his mind, tearing viciously at his mental barriers. He doubled over and cried out in pain, trying hard to focus his energies on strengthening his barriers and banishing the intruder from his thoughts. It tore and ripped at the barriers with vicious strength, the memories and thoughts that the Doctor had not had time to protect being rummaged through like files and then tossed aside. His mind had been attacked before, but this thing was far more powerful than anything he'd encountered. He realized with sudden horror and fascination that he wouldn't last long and -with great effort- he mounted his own attack. He heard a violent, horrific howl of pain and just as quickly as it had come, the presence vanished, leaving the Doctor panting and exhausted.

The howl had slowly deepened into a low, furious growl. "_I have encountered many minds, Doctor, but none so strongly guarded as yours."_

The Doctor took in a deep, shuddering breath. "First Tim Lord, then?"

"_Indeed."_

"Wasn't as easy as you thought it would be, was it?" he said with a laugh, although it sounded a bit hollow.

Akdevor chuckled. "_Quite. But it is of no consequence. Your barriers are strong, but not impenetrable._"

"Maybe not," the Doctor replied with a little shrug. "What about yous?" With that, he made another assault on Akdevor's mind. To his great surprise, he found no resistance. No giant brick walls, no doors; everything had been (purposefully, he realized) laid out for him to see.

And it horrified him.

Pain, suffering, anger, hate, rage; they swept him up an took hold of him, threatening to steal away anything good in his mind. It was with great effort he fought these away, quickly being pulled into memories. He saw the beginnings of millions of planets, millions of species and in the shadows of all of them he saw Akdevor.

He looked much like the canine-Legion, only much, much worse (everything he encountered on this planet seemed to get worse as he went along, like that saying "there's always a bigger fish). Akdevor's physical appearance was nothing but a puff of thick, impossibly black, wispy smoke, but his appearance was not what was so terrible. It was what the Doctor _felt_ from him; it was evil. There was nothing good in him, not one tiny ounce and it showed in his memories. He saw faces he recognized. He saw the faces of the people in the town, all of them contorted with pain and sorrow. They begged, they pleaded, they cried and screamed and Akdevor laughed until there was nothing left of them or all that remained was hatred.

Horrified, the Doctor pulled away, staring wide-eyed into the darkness; the darkness he now realized was Akdevor. He knew what he was. He was an ancient being that should have died out billions of years ago. His race had been small, traveling the universe and feeding off of the hate and pain of the universe. All that remained was Akdevor.

_"First Vour, then?_" he mocked with a wicked laugh.

"And my last, apparently," the Doctor said.

"_Yes. We are one in the same in this, are we not?_"

"We are," the Doctor replied.

"_The last of our kinds. How lonely you must be..._"

"And what about you? Are you capable of loneliness?" the Doctor asked, honestly curious.

"_Not in the same way. Perhaps you can show me what it feels like. Open your mind to me."_

The Doctor gasped at another assault, not as bad as the first, but still difficult to fight. They were both tired from the first round. The Doctor could feel him searches his mind, looking for his pain and suffering, but the Doctor had already gathered it all and locked it away; long before he'd met Akdevor.

But he couldn't hide it all.

"_You have seen much loss,"_ Akdevor said hungrily as he brought the few painful memories he found to the forefront of the Doctor's mind.

The Doctor re-witnessed the deaths of some of the people he couldn't save like it was happening right there in the darkness all at once. His chest tightened as he felt a wave of anger and sorrow wash over him.

"_Yes, so much loss..."_

"Get out of my head!" the Doctor yelled, forcing Akdevor from his mind, making him growl angrily. The Doctor held his head in pain from the effort and tried to calm his breathing and frantic hearts.

"_You must not fight me, Doctor. You do not want to make this more difficult for yourself. Let me in. All of them do, in the end. Most find it a relief. Perhaps you shall also._"

"You're not going to turn me into one of your Legion," the Doctor spat.

"_Legion? No. You will be better. Take comfort in this._"

A noise suddenly alerted the Doctor of the what had walked into the room earlier. He listened for a moment, trying to figure out what had entered when suddenly his body was on fire as something metallic was jabbed into his side. Electricy (he guessed somewhere between 5,000 to 10,000 volts) coursed through him, making him collapse to the ground and causing his back to arch. He bit back the scream that threatened to burst from his lungs, not wanting to give Akdevor the pleasure of hearing him in pain. He was only vaguely aware of the slightly reptile hand holding the torture instrument, putting the information into the back of his mind for later use.

As pain danced through his muscles and made his convulse and writhe, he felt another mental attack. He couldn't hold in the scream that came with this and was barely able to strengthen his mental defenses before Akdevor was clawing and tearing at them, viciously ripping away at wall after wall. The pain was excruciating, from both his body and mind until finally he passed out, fading into a more comforting blackness.

* * *

><p><strong>I'm going to be trying to update every day, but I'm starting to get busy and may not be able to. I will try my best. Comments and critiques are all welcome and appreciated and thank you so much to everyone who is reading. :)<strong>


	5. Escape

**Issy: Oh, good I'm glad it came out right. I was a little nervous about it. Grem is a difficult character, but I enjoy writing him. And I'm always nervous about being OOC with Martha and Jack. **

**Mystery Commenter: Creepy is what I was going for. I'm happy it came across and that you're enjoying it. **

**Dengirl: You're right. Jack and Martha had better hurry up, especially after this chapter.**

**Thank you everybody for taking the time to read and comment! I really appreciate it and can't wait to hear your thoughts on this chapter.**

* * *

><p>When the Doctor awoke, exhausted, aching and in pain, he noticed something was different. It took him a moment to figure out what it was, but he finally decided that it was the darkness. It wasn't as... touchable as it had been. Akdevor had left him alone. This wasn't terribly surprising. If Akdevor had thought his mind was difficult to penetrate when he was awake, then he'd have found it impossible while he was sleeping. When he slept, his mind could focus more on rebuilding and maintaining his mental barriers, making them virtually impenetrable in that state.<p>

He slowly got up from where he had been laying sprawled out on the cold floor, wincing at the protests of his body. He had multiple long cuts and several burns. He attempted to rub at the back of his neck, but frowned irritably at finding the metal collar in the way. He grabbed the cord that kept him connected to the wall with only a few inches of slack to move and ten began feeling the collar until he again found where it opened. Keeping his hand there, he scratched his head with his other hand and began thinking. He now knew the dimensions of his current prison and of the room outside. He also knew where both rooms' doors were, but he was still practically blind. Akdevor and his Legion could see, which was a major problem. If he could see, he would feel much better about any attempt at escaping. He was certainly at a disadvantage, but that didn't change the fact that he needed to get out of there as quickly as possible and find Jack and Martha.

He went over his escape plan carefully in his mind, picking over the details with care. Getting out of this room would be simple enough. It was an 8x8 square and the door was at the far end of the room on the left side of the wall. It would take him straight out and into the large room he'd been carried into at the first. This was the more tricky part, as the room was a good 120x80 feet with nowhere to hide in order to sneak through. He would simply have to book it, not an easy task when your pursuers can outrun you in a split second. If he should happen to run into Legion or Akdevor along the way, he'd end up right back here. He rubbed a hand over his face indecisively. Well, if he stayed, he was 100% screwed. If he tried to escape, there was a 50% chance he would be screwed. He decided on the latter.

Getting the sonic screwdriver from his pocket -which he was grateful had not been confiscated upon his capture- he unlocked the collar and set it gently down on the floor so that it wouldn't make any noise. He then quickly and quietly crossed the room, finding the door exactly where he'd thought it would be. He pointed the sonic at the door, lighting the room with a dim blue light as it whirred and unlocked the door. He opened it just a smidge and peeked out, then realized how pointless this gesture had been, since he couldn't see anything, and simply opened it wide and stepped out in the large room.

Nothing attacked him, which was a good sign, but he wasn't in the clear yet. He still had a 120 foot sprint ahead of him, plus a few miles to get out of the shadow of the mountain. He stood for a moment, listening and smelling the air, but he got nothing. With this in mind, he started running, sprinting across the room as fast as his legs could carry him. If something heard him, at least he would have a head start.

"Help!"

He had gotten halfway across the room when he'd heard it and he skidded suddenly to a halt. He paused, listening hard and wondering if perhaps he'd just imagined it.

"Someone please help!" the voice called out again.

The Doctor figured out where it was coming from and turned, making his way through the darkness towards where he'd heard the call come from. When he got to the wall, he began walking along it, feeing for doors. Actually he found several, spaced 8 feet apart from each other. The first one he found he opened and looked inside. It was as dark as his had been, so he shined the sonic into the room and although its light wasn't terribly bright, it showed him that there was no one in the room. He went to the next door and checked inside, but again found no one.

"Help! Please help me!" the voice- a young boy's, likely in his teens- called out again.

The Doctor got to the third door, threw it opened and pointed the sonic into the room. It illuminated a young alien boy within, who flinched away from its light and backed away into the corner. He had a collar around his neck, which was connected to a cord in the wall. All of these rooms were prison cells.

The Doctor dashed across the room and knelt beside the boy. He was aqua blue and had large black eyes with white pupils. His clothes had been torn and ripped in several places, looking more like rags than anything else. The Doctor looked him over briefly, but found no major wounds save for a few scratces to match his own, and then pointed the screwdriver, unlocked the boy's collar.

"Hello, there!" the Doctor greeted cheerfully. "I'm the Doctor. I'm going to help you. And who might you be?"

"Marcol," the boy replied, looking at him with wide eyes.

"Nice to meet you, Marcol," the Doctor said with a smile. "Can you see?"

"No. Can you?"

"Nope. Right now I'm as blind as a bat," he stated and then looked out of the door. "Marcol, do you know if they have anyone else in these cells?"

Marcol shook his head. "No. But I didn't really get a good look."

"That's fine," the Doctor said, helping the boy up onto his feet and then leading him out of the cell. He shut the door behind them (on hindsight, it was a silly thing to do) and then listened closely. Still he could hear no one, nor could he smell anything odd. They appeared to be alone.

"What kind of a name is The Doctor?" Marcol asked curiously.

"A good one," the Doctor replied dismissively. He hesitated, wondering if he should check the rest of the cells or get himself and Marcol out of there. If there were more prisoners, he wanted to help them, but then again he doubted they would be alone for very long. Akdevor or Legion were bound to show their ugly faces sooner or later, although he would prefer if it were later. "Alright, Marcol, here's the plan. I'm going to get you to the exit. Once you're there you're going to run _away_ from the mountain and go look for Martha Jones and Captain Jack Harkness. Do you know what a human is? Yes? Good. That's what they are. They can help you. If you find them before I do, tell them that I'm here on the mountain and to look for the TARDIS. That part is very important. The TARDIS. Can you remember that, Marcol?"

"Yes, I think so," the boy answered, nodding. "The TARDIS."

"Brilliant! Alright. Hold onto me. We're going to cross the room to the door."

"I thought you couldn't see?"

"You don't need to see to get an idea of your surroundings, you know," the Doctor said. "You might want to think about using your other senses for the time being. Your eyes are pretty much useless here."

He grabbed Marcol's hand and the two of them began sprinting across the room, their footsteps echoing with concerning loudness through the room. Within seconds they had crossed the room and stopped at the wall. The Doctor bgan feeling around for the door, walking along it with Marcol at his side, holding onto his coat.

"Aha! Got it," the Doctor exclaimed happily. He grabbed hold of the handle and found it opened. He swung it wide and immediately came face to face with several (eight, he thought) sets of ghost-white eyes glowing dimly in the darkness. He shut the door and put his back to it. "Oh, that's bad..."

"What?" Marcol asked in alarm. "What is it?"

"Quick, Marcol, run across to the other side. See if there's a door over there," the Doctor said just as the door behind him lurched as something rammed into it. He put his body weight against it to keep it closed. "Hurry!"

Marcol did as he was told and sprinted across the room as fast as his legs would carry him.

The Doctor listened to his progress as he fought to keep the door closed. A few times the force of one of the monsters on the other side ramming it nearly knocked him backward off of his feet. He could hear them snarling and howling in rage and anger and it sent shivers of fear down his spine. If there wasn't another door on the other wall, then they were trapped and it would only be a matter of time before Legion broke the door down. Suddenly he heard Marcol's footsteps stop.

"Did you find a door?" the Doctor called.

He didn't get an answer.

"Marcol? Marcol!" the Doctor yelled. Suddenly the door burst forward, throwing him backwards onto is back with a heavy thud. He didn't have time to gather his wits about him before Legion was on top of him. A clawed hand came down on his chest, pinning him painfully to the floor while several others did the same to his arms and legs. His struggled fruitlessly, trying to get himself free of them, but they just pressed down harder, making him hiss in pain. He heard them snarling wickedly and a few of them snapped at him, threatening to take a bite of him.

"Marcol!" the Doctor shouted desperately. Maybe he found a door? He might have run when he heard Legion break through. He hoped he would be able to get away and find Jack and Martha.

"_You have made a foolish mistake, Doctor,_" Akdevor rumbled. "_You should not have tried to escape me." _Akdevor's thick blackness engulfed the room, threatening to suffocate everything within.

The Doctor felt anger and fear make his body grow tense and rigid. "Where's Marcol? What have you done with him?"

"_You know, you might have escaped had you just left him. You could have escaped, but now both of you are doomed._"

"I asked what you did with him! Answer me!" the Doctor yelled furiously. He began to struggle again and he could feel Legion's surprise at his strength.

"_How DARE you make demands to me!_" Akdevor howled with wild rage. It was met and joined by several angry growls and wails from Legion. Then they began to tear at him. They raked their claws across his chest and arms and legs, tearing away suit and skin and leaving long, red gashes. One bit down on his arm, shaking it like it was trying to tear it off. The Doctor screamed.

"_Enough!_" Akdevor roared.

Legion stopped immediately, all of them backing away and releasing him.

The Doctor rolled onto his side and curled in on himself as pain screamed at him from everywhere. His wounds bled freely and pooled on the floor around him, soaking his tattered suit in red. He gasped for breath and trembled, fearing that Akdevor would decide to let them at him again and for one horrible moment that seemed to be the case. He was grabbed roughly by his feet and dragged across the room. He tried to kick away, but each time he did it felt like he was further ripping the cuts along his legs, so he simply allowed himself to be taken back to his cell. Reptillian hands relocked the collar around his neck and then took his jacket, sonic screwdriver and whatever little nothings he'd had in his suit pockets.

And then Akdevor came, bursting into his mind like a tornado and tearing at his barriers. The Doctor screamed, hoarse and weak, and began trying to strengthen his barriers, fighting against the raging monster in his mind and a horrible thought struck him; he wasn't sure he was going to be able to fight him off this time.


	6. Planning

**Bit of a short chapter, but I'll probably post another one tomorrow. Next chapter will be longer, I promise. **

**secooper87: Possibly. You'll just have to wait and see...**

**Mystery Commenter: Good! And here is more for you. **

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><p>"What do you remember?" Martha asked. They were sitting in the clearing (Martha and Jack had disintegrated two trees so that they could sit on the ashes instead of the glass-sharp dirt) trying to decide what to do next. Legion (or Grem as Martha decided to cal him) would not let them leave the clearing, insisting that they would become Legion and that he needed the Doctor. Now Martha sat on the tree-ashes, realizing how tired she was while Jack stood near the treeline, looking into the dead forest guardingly. Legion sat on the dirt in the center, occasionally peering into the dark, but never looking too concerned.<p>

Grem looked at her and shook his head, his bones making disturbing creaking noises. "_I do not remember._"

"You remember something," she said gently. "Otherwise you wouldn't think you needed the Doctor."

Grem growled low. "_I do not rememeber._"

"D'you not like remembering?" Martha asked. A small gust of wind blew through the dead trees, making her shiver and hug herself for warmth.

"_It is... painful,_" Grem replied. He looked at her intensely for a moment. "_Are you..._" he paused, searching for the word he wanted. "_Frightened?_"

Martha laughed. "Oh, no. I'm cold."

Grem glanced over at Jack. _"The male is not cold._"

"I think it's that big jacket he has," Martha said, her teeth chattering.

The noise apparently alarmed Grem, for he stood up and hissed, eyeing her warily.

"It's alright," she soothed. "That happens when you're cold."

He watched her as she shook, his guard going back down. He sat, the tip of his tail tapping the ground every few seconds. "_Is it painful?_"

"Sort of," Martha said, rubbing her arms to make friction. "I wish we could start a fire. Or at least that I had a warm coat."

"Here," Jack said, coming over to where she sat. "Use mine." He sat down beside her and opened his coat, allowing her to put her arms inside and hug him. She felt much better.

"Okay, I really think we should start making a plan," Jack stated. Martha shivered slightly and he rubbed her side to warm her.

"I agree. We'll have to use stealth since we're outnumbered, but for that to work, we'll need to know where everything is. You wouldn't happen to have infa-red goggles in that jacket, would you Jack?"

Jack laughed. "Fresh out."

"That's a shame," Martha sighed.

"What we need is a layout of where the Doctor is being held," Jack said. "And we need to know exactly where the Doctor and the TARDIS are." He looked up at Grem. "Is there a map... or... _anything_ that'll let us know what we're getting into?"

Grem scowled at him. "_No map."_

"Well, where on the mountain is the Doctor being kept? And is it a building or a cave? Does it have multiple entrances? Who's holding him? How many of you are guarding him?"

"Too many questions, Jack," Martha said at Grem's distressed head-shaking and low growling.

"Fine. Where on the mountain is the Doctor?" Jack asked impatiently.

"_On the mountain_," Grem replied.

"_WHERE?"_ Jack asked in exasperation.

Grem barred his teeth at him angrily. "_On the mountain. On the top. Center. On the top. On the mountain._"

"Okay, in a building or a cave?"

"_Building._"

"How many rooms?"

Grem growled.

"How. Many. Rooms," Jack snapped, his fists tightening in frustration. Martha couldn't help but feel bewildered at the fact that Jack did not appear in the least bit intimidated by Grem. Yes, he couldn't die, but Grem was a horrible and frightening sight to behold. Just looking at him was difficult without the hair on the back of her neck standing on end.

Grem growled again, turning his head as though he were about to just ignore the questions.

Jack sighed agrily. "Fine. How many doors?"

"_One._"

"How many are guarding the building?"

Grem paused, scrunching his leathery face as he thought. It almost looked painful for him to think so hard. Finally, he replied, "_Sometimes... many. Sometimes none._"

"Sometimes none?" Jack asked, his brow raised in surprise.

Grem nodded. "_There is nowhere to run._"

"Okay, how long are all of them gone for? Can you get us there while they're gone?"

Grem looked at him and both Jack and Martha could swear that he was smiling, although it was extremely difficult to say for sure. "_Distraction._"

Jack blinked. "What?"

"_Legion will not leave unless we are distracted._"

"So we'd need a distraction to draw them away?" Martha supplied. Grem nodded the affirmative.

"Fine, we'll work that out in a minute. Now, is the TARDIS in the building?" Jack asked.

"_In_ _the mountain,"_ Grem said.

"Okay, good. Do you know what rooms the Doctor and the TARDIS are in?"

"_I do not know._"

Jack rubbed his face with his hands and looked at Martha. "He's hopeless."

"He is not," Martha said defensively. "He's been very helpful."

"He's only giving us general information. It's like you said; we need details."

"He's trying," Martha said. "He's probably risked a lot helping us. The least you can do is be patient with him."

Jack rolled his eyes, obviously in disagreement, but didn't argue with her. "Okay, so with what we know, we've got this building of unknown dimensions in the center of the mountain." He pulled out a pen from one of his coat pockets and drew two circles- one large to represent the mountain and the other small to represent the building- and then drew an extra line. "There's the door... Hey, Gremlin, which way is the entrance facing?"

Grem looked down at the crude drawing and his scowl seemed to deepen. "_West._"

Jack looked down at the drawing, then up at the empty black sky and frowned. He looked at Grem with an uncomfortable expression on his face. "And um... which way would that be?"

Grem jutted his head forward to indicate the direction.

Jack corrected his drawing accordingly and then looked up at Martha again. "Alright, so here's the entrance. Now, let's assume the Doctor is being held on the other side of the room. Better to overcompensate. Let's also assume the building is big and it takes us... say... twenty minutes to get in, grab the Doctor and find the TARDIS. We're going to need a _big _distraction to keep Legion away for that long. Then we have to think about Akdevo-"

Grem whirled around and snapped his jaws at Jack, making him stumble backwards into the sharp dirt.

"Grem!" Martha cried in alarm, moving herself in front of Jack protectively.

At this gesture, Grem backed away as though she had slapped him, lowering his head and looking at her from the corner of his eye. He kept backing away until he was at the trees.

"What the _hell_ was that for?" Jack shouted furiously, picking himself up and brushing away the sharp grains of dirt that had embedded themselves into his skin.

"_Do not speak His name!"_ Grem said. "_We do not _dare_ speak His name!"_

"It's alright," Martha soothed, standing and holding her hands out in what she hoped was a calming manner. "We won't say it again. It's okay."

Grem slowly walked forward, flicking hateful glares at Jack before returning his gaze to Martha. He came and sat next to her pile of tree-soot, head still hanging low submissively.

With him calm once more, she sat down again and gestured for Jack to do the same.

"Are you just going to pretend that didn't happen?" Jack accused as he sat himself down in front of his drawing again, he too glaring daggers in Grem's direction.

"Don't be a baby. He didn't bite you."

Jack stared wide-eyed at her. "No, but I'm pretty sure he took some skin off of my nose. Stop pretending like he's some lost puppy!"

"I don't," Martha said defensively. She heard a low rumbling from beside her.

"He could kill us in a second," Jack added heatedly.

"He hasn't and he hasn't tried to. Not to mention he's saved our lives twice already."

Jack scowled and looked down at the dirt. He paused for a moment before finally continuing, "Fine, trust him, but don't expect me to. As long as he's here, my gun's going to be out. If he tries to snap at me like that again, I'm going to blow whatever brains he has left out of his skull."

Martha glared at him, but knew he was beyond reasoning on this. She would have to make sure that they both got along, before they killed each other over some silly misunderstanding. She turned to Grem, who was growling in his throat at Jack, his ghostly eyes eerily focused on him. She sighed. "Alright, let's get back to planning, please."

Jack nodded in agreement. "Okay, we need to know where... _He_ is going to be."

"_On the mountain,_" Grem said.

"All the time?" Jack asked, still glaring at the beast.

Grem nodded shortly.

"Is there a way to draw him out?" Martha asked.

Grem thought for a moment. "_The destruction of planets draws Him out."_

"When he destroys a planet?" Martha asked.

"_Yes._"

Martha looked at Jack. "We can't wait until then. We want to _stop_ that happening, not use it for our own advantage."

"I don't see how we have much of a choice..."

"No, there has to be another way," Martha said. "We can't just sit around and watch another planet die like that. I won't do it."

Grem stared at her. "_Perhaps..."_

"Perhaps what?" Martha asked.

"_Kill Legion._"

"Are you offering?" Jack asked.

Martha glared at him and turned back to Grem. "What do you mean?"

"_Kill Legion. Kill His favorite. He will know. He will come."_

"His favorite? He has favorites?" Jack asked in surprise. "I thought you all were the same."

"_We are-_"

"Yeah, yeah, I know. You're Legion. But he has a favorite of you. Do you know where to find his favorite?"

"_I will draw Legion. I will kill him. I will distract them. Martha will save the Doctor."_

"Just Martha, huh?" Jack asked.

Grem scowled deeply at him. "_And the male._"

"Jack," Martha supplied.

Grem said nothing.

"So, we're supposed to trust that you'll distract your kind so that we can go get the Doctor and the TARDIS?" Jack said coldly. "Yeah, that doesn't sound unreasonable."

"What do you want to do, Jack?" Martha snapped, her patience having run out. "He's helping us."

"Or leading us into a trap."

"What?"

Grem suddenly roared, silencing them both. His eyes locked onto Jack's, but they were not ghostly as they had been mere seconds ago. It was almost as if a fog were clearing. "_I need the Doctor! __You will save him and bring him to me! He will help me! I NEED THE TIME LORD!"_ he bellowed, his voice, too, losing its ghastly sound and almost becoming smooth and pleasant.

Jack and Martha stared in wide-eyed stupors as Grem's eyes returned to their ghostly white. When he spoke, the hideous note was restored. "_I do not lie," _he hissed, settling himself down again.

"Okay, Grem," Jack said slowly, looking at the creature intensely. "You distract them. Martha and I will get the Doctor."

Martha looked at him, surprised. That was the first time he'd said his name.

Grem nodded, huffing and looking back out at the trees.

"Alright... when do we do this?" Martha asked.

"I guess... now."


	7. Soul Gazing

**Ayiana89: I'm glad you're enjoying it! Thank you for reviewing :)**

**Mystery Commenter: Good! And maybe... :P**

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><p>The Doctor hadn't actually seen sweet Lynda Moss die, but he'd heard her screams. He had no illusions that her death had not been his fault. If he'd been faster, quicker to realize what was going on, he could have saved her. He held the same conviction for others he'd met who'd died shortly after meeting him. There was no doubt in his mind that they died because of him and it ate him up inside. He would never be able to drive away their names and faces, their screams as they died, but he doubted he would even if he had the ability. He'd killed them, he didn't want to disrespect their memory as well.<p>

He could usually hold them at bay, but now they flooded into the forefront of his mind in tidal waves. He watched them die over and over and over, felt the sorrow and the guilt swallow him up like a hungry beast. He tried to apologize to them all, to say he had done the best he could, but the words died before they had left his mouth. So many faces, too many faces, all of them dead on his account.

And then he was seeing his enemies. They appeared in his minds eye as clear as though they were there. He saw the Slitheen, murdering a politician and stealing his skin for a suit to hide inside. They laughed as they did it. He saw Sontarans killing just for the sake of it. No reason, but pure sport. Cybermen came into his view; they stood over some poor soul as they tore out their brain, placing it into an empty metallic body and creating yet another soldier for their souless army.

And then the Daleks. He felt his rage and hatred boil at the sight of them, sickening him to the core. They came out in torrents from their ships, descending on planets like a plague and scourging their surfaces. In the distant he could see others approaching to fight them.

And he remembered what was happening.

The Doctor quickly banished the thoughts, grabbing them up and closing a door tightly to block them from Akdevor's prying eyes. He knew what had been coming in the distance. He'd almost allowed the door to the Time War to open. If Akdevor got into that memory, the Doctor wouldn't stand a chance. He returned from his mind with a gasp, allowing his dark, cold surroundings to sink in and register.

"_Stop fighting me, Time Lord. I will break you eventually,_" Akdevor said, his black form taking on the grotesque shape of the canine Legion. "_Why cause yourself more pain?_"

The Doctor righted himself from where he'd been collapsed on his hands and knees, putting his back to the wall and leaning wearily against it. "You think... I'd make it easy?" he asked through heavy breaths. "You might know what I am, but you obviously don't know _me_ very well."

"_Oh, I know more about you than you'd like. For instance, I know this... face you put on is an illusion to your true self... Oncoming Storm._"

The Doctor grimaced. He'd gone deeper than he had originally thought, but not yet so deep as to make a significant impression. Still, he used the conversation to his advantage, rebuilding the barriers of his mind as best he could. For some memories, he would have to start from scratch, their defenses having been completely demolished by the most recent attack. He would focus on those later. He needed to reinforce the memories that hadn't yet been reached.

"Oh, you heard about that?"

"_This is not the only ominous name you have attained, as I understand it._ _But you choose the Doctor; the name of a healer._ _How ironic, considering the destruction that follows in your wake._"

The Doctor made to reply, but could think of no retaliation. It wasn't as though Akdevor was wrong. Many of his enemies (and a few allies) had pointed out this fact to him. He had no argument for it. His head fell towards his chest and he swallowed.

"_Will you not defend yourself?"_

"Why? It wouldn't make a difference to you," the Doctor said, shifting to find a more comfortable position. His burns and cuts were starting to ache and sting, giving him little comfort in this brief break in mental attacks.

"_So you agree with my assessment?_"

"Almost. The problem with you is that all you can see is the negative. The universe is black in your eyes, nothing but evil. I'm one of those gray areas, I guess. Wherever I go, trouble seems to follow me and I do everything in my power to stop it. That's what I do. That's who I am."

"_You know this as truth. Why then do you bring others along to share in your miserable fate? To suffer as you do? Surely someone as... how should I say... _noble_ as you, would leave them behind and spare them such experiences?_"

The Doctor felt his hearts stop at this. He remembered something a bride-to-be had said after she'd magically appeared in his TARDIS. _Sometimes you need somebody to stop you._ He hadn't been able to argue that point with her, but he knew that wasn't the only reason he brought along companions; why Jack and Martha were on this desolate planet, lost and blind. It was his loneliness. He had the whole of Time and Space and needed someone to share it with, someone to keep him company, someone to comfort him when things went wrong, someone to stop him when he went too far, someone to be there.

He suddenly realized Akdevor had crept into his mind, and was viewing his thoughts with wicked fascination. He pushed him out weakly, like a child trying to shun away the parent. To his own surprise, Akdevor retreated, but he felt the pleasure oozing from him.

"_You are quite interesting, Doctor,_" Akdevor said musingly. "_You will be my favorite, I think._"

"Fat chance," the Doctor spat. "We're just not compatable. I'd get on your nerves." The sound of his voice was disappointing, weak and hoarse. He had wanted to sound cheeky, but he was really too tired to pull it off.

"_I think not. Now, I will leave you for a short while. I have other souls to torment besides yours, but not to worry. I will not to take long._" He laughed maliciously and departed from the rooms, his black canine form morphing into a simple wisp and leaving as the door opened.

The Doctor felt his presence depart and heard footsteps as someone entered the rooms. He also heard a faint buzzing and felt the hairs on the back of his neck stand on end as the room filled with electrical charge. He groaned and shifted again where he sat. His back was starting to hurt, and he was hoping to find a more comfortable position before his torture continued. He listened as the steps stopped a few steps in front of him.

"You're Silurian, aren't you?" the Doctor asked, trying for one to buy a little time and find out just how far gone these Legion creatures were.

The creature made no reply.

"I think you might have been a female. You sound too light to have been a male, but then you could have been a young male, I suppose. Or you were a thin-framed male. Like me. I'm a bit thin, if you haven't noticed. Really tall, really thin. Well, not sickly thin. More lanky, really. I rather like this look, though. My last regenerations had very big ears. They didn't even let me hear any better. Glad to be rid of those."

"_Silence_," the Silurian Legion hissed and pressed the metal rod against the Doctor's side, charging his body with electrical energy that shot through his limbs, making him convulse and cry out in pain. He collapsed to the floor, the relatively comfortable position he had found now lost. His muscles tensed as tightly as guitar strings, stars danced in front of his vision and his body screamed with the pain of what felt like thousands upon thousands of tiny, icy needles puncturing him all over.

And then it stopped, leaving him gasping for breath, his chest heaving and his limbs trembling fiercly.

"What... was your... name?" the Doctor coughed.

The Silurian Legion growled at him. He noted to himself that this Legion's voice did not sound like it was coming from everywhere, as the ones in the first town he'd come across had. This one had a mouth. Interesting.

"You wouldn't... happen to know what happened to Marcol, would you?" he asked, his voice cracked and hoarse. Needless to say, he wouldn't have objected to a glass of water.

"_He will be Legion,_" it replied emotionlessly.

The Doctor looked in the direction of the door, aware suddenly of the distant, almost indescernable screams coming from that direction and realized with alarm that these were Marcol's. That's who Akdevor had gone to. He turned to the Legion Silurian.

"Leave him alone! Do what you want with me, but leave him be!" the Doctor pleaded with the dispassionate creature.

There was a pause. "_You would trade your life?_" the creature asked.

"Yes, yes, I would, now leave him be! Please, before its too late," the Doctor said desperately, becoming more and more aware of Marcol's cries. He could hear him crying now. Akdevor would have little trouble in breaking his mind.

"_It is His will. He will be Legion._"

"He doesn't have to be! He doesn't have to turn into you," the Doctor replied. He moved forward and felt the cord on his collar pull taut. "Look at yourself! Is this what you want to be? You had a name, a face, an identity and He just ripped it away! He's going to do that to Marcol unless I stop him. Please. _Please_ stop him."

The Silurian Legion was staring down at him with its ghostly eyes. He wasn't connecting to it. At the next blood-curdling scream of agony, the Doctor lunged at the creature and put his hands at its temple.

It was indeed a girl, as he'd thought. She had been a soldier on a small passage ship, seeking for herself a new home. She had given up hope that Earth would ever be theirs again. The ship had come across a planet shrouded in black smoke and it had sucked them in. A few of the ships crew had died in the crash. They had been the lucky ones. The rest were taken to Akdevor's home and he set to the task of destroying their minds. She (he could not find her name anywhere) had been one of the first to be changed. He'd used her species' loss of Earth and a few family deaths to change her. Many people had lost family members in such a way, but none had to endure it as she had. Akdevor made her relive the deaths, over and over and over, sucking away any good thought she had like a leech until there simply wasn't any left. With nothing but pain remaining, she simply gave up, her last line of defense. This act left the souless shells. Most of the beings Akdevor changed chose this last act of self-defense, but some embraced the anger, pain and suffering that he left them with. These were the canine Legion. His elite. She was simply a worker drone.

He pulled away, his breath shaking. He hadn't expected it to exhaust him so much, but then he'd been through a lot that day. He also hadn't expected to see as much as he had. He had thought she would be hollow, and he could simply implant a thought into her mind that would save Marcol. He could not have anticipated finding the real her, buried deep within, but accessible, if you knew how to do it.

The Silurian Legion stumbling backwards, holding her head as though in pain, but making no sound. She continued to stumble until she hit the opposite wall with a thump. Suddenly she cried out. "_No! My head! Get out, get out, get out!_"

The Doctor listened and suddenly realized with horror that he'd brought those memories to the surface. She was experiencing them all over again. He tried to get up and reach her, to help her, but the cord pulled him back with a grunt. "Come here," he said. "Let me help you."

She shook her head violently, banging it against the wall behind her alarmingly hard, the sound of her skull against its hard surface echoing through the room.

"Stop! Let me help you!" the Doctor called desperately to her. He realized with dismay that she was not listening, and he would have to reach her from where he was. This was more tiring than making a physical connection first, but he didn't see that he had much choice. He braced himself and entered her mind.

He came into a hall lined with hundreds of doors, finding her sitting with her knees tucked under her arms as she sobbed. He knelt down beside her and hugged her gently.

"It's alright

," he soothed to her. _"I'm not going to hurt you. No one's going to hurt you."_

"_Who are you?"_ the Legion part was gone. He had reached _her._

"_I'm the Doctor. What's your name?"_

"Amara... Please, make it go away,"

she begged through her sobs. She looked up at a room at the end of the hall, where great puffs of black smoke was working its way steadily towards them, opening a few doors and then firmly closing others.

The Doctor looked at the girl and then at the black smoke of Akdevor approaching, wondering whether or not Akdevor was capable of leaving pieces of himself in the minds of his victims, or if this thing before him was just a manifestation of what he'd done to the Silurian girl. Either way, she needed his help. He turned to her. "_It's alright, Amara. If you want me to, I think I can help you come back to yourself. Otherwise, I can shut that thing away so it can't hurt you anymore. It's up to you._"

She looked up at him through tear-stained eyes uncertainly. "_What will happen if you fix me?_"

"_You'll be yourself again. He won't have control over you anymore._"

"_And if you shut him away?_"

"_You'll go to sleep."_

"Forever?"

"If that's what you want."

She looked at the black monster coming steadily towards her, reaching wispy tentacles outwards for her. She then looked at the Doctor. "_I don't know if I could survive..._"

"_I could block it all out, but I'd need you to do something important for me first._" He felt guilty for using her, but he was out of options and quickly running out of time.

"_What?"_

"_Do you know where the TARDIS is? My big blue box?_"

She nodded.

"_Tell them where it is and to get it first. Do you know where my sonic screwdriver is? The little silver tube you confiscated from me?_"

She nodded again. "_Take that to them and tell them to put it on setting 35 and use it on the TARDIS."_

"_And if I do this, I will be myself? And I don't have to remember all of this?_"

"_Yes._"

"_Why can't you make me forget now?_" she asked desperately, grabbing the sleeve of his jacket as though clinging to it for dear life.

"_I'm too weak right now. Just being here is difficult. Please, can you do that for me?_"

She paused, flicking frightened glancing at the black monster that the Doctor realized appeared to be approaching, but never actually getting anywhere. That was interesting and he made a note of it for later reference. Finally, she nodded her consent.

He closed his eyes and put his hands to her temple. Within moments, he was brought back to reality, his head absolutely pounding in pain. He collapsed weakly to the floor, lying with his head propped uncomfortably against the wall. He heard the Silurian Legion moving, but her steps were different. It had worked. She opened the door, hesitated and then ran out. At least, if all else failed, he had saved _someone_. He could still hear Marcol screaming, though it was becoming quieter and farther between. He was just about gone, he concluded with dismay. _I'm sorry,_ he thought, shutting his eyes as though to shut out everything that was happening.


	8. The Silurian

**Thank you everybody for your comments, particularly those of you who have been commenting every chapter! I really appreciate them! They help to inspire my writing. I'm also very pleased to see people are enjoying it. **

**If you have any questions about this chapter, please let me know. I feel like its confusing, but that may be because I haven't slept in a while. Anyway, enjoy. :)**

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><p>Grem had carried them as far up the mountain as he thought they could get away with (Jack had not been too pleased with the choice of transport, but Grem was the fastest way up the mountain). "<em>The prison lies that way,<em>" he said, gesturing the direction by nodding his head.

"Prison?" Martha asked.

"I don't think anybody could call it a house," Jack said after having spotted its enormous outline against the sky, which was momentarily clearing from its black fog.

Grem looked down the mountain. "_20 minutes. I will return."_ He then bounded down the slope, disappearing in a flash.

"Alright, let's find a good spot to wait," Martha said. They had been over the plan several times, ensuring everyone knew their role, what to do and when to do it. They had decided Grem would head down to one of the little "villages" and cause trouble enough to draw the canine Legions out. Then he'd target Akdevor's favorite and kill it. They had estimated this to take around 20 minutes. After the 20 minutes had passed, they assumed Akdevor would be drawn out of his fortress, allowing Martha and Jack to enter undetected.

That was the plan, at least.

They walked as quietly as they could, keeping their senses alert for any signs of movement. They appeared to be alone, however, and continued along without being bothered.

Finally, they came upon a good spot that overlooked the prison. Using Jack's coat, they laid themselves down on it and stared at the black mass that was the prison, waiting for signs of anything leaving it. They could see slightly better than before, but they were still mostly blind. They were really just listening.

"Why do you trust him?" Jack asked suddenly in a whisper, breaking the silence that had fallen.

"I don't know," Martha said. "I just had a feeling."

"We're trusting him on a _feeling_?" Jack asked incredulously. "I don't believe that. Before we got here, you got scared by that Marblur and hated it, but then this... _thing_ comes along claiming he needs the Doctor and you're all buddy-buddy with it."

"That Marblur thing was just a monster."

Jack gaped at her. "And that thing isn't? Have your eyes adjusted yet?"

"Yes, and I know what he looks like and it scares me."

"Then why do you trust it?"

"Because he sounded genuinely desperate for the Doctor's help. These things... whatever they are... they weren't always like that. When I saw him, I knew that whatever he was before, well, it was coming out. It was fighting. It was like... I don't know." She looked down and started messing with the hem of Jack's coat.

Jack looked at her for a moment and then returned his gaze to the prison. "You felt pity. I understand that."

"It was more than pity. Yes, there was a lot of that, but I saw something in his eyes. Something I see in the Doctor sometimes."

Jack raised an eyebrow at her. "What's that?"

"Sometimes, when I look at the Doctor- I see what he is. Not just what he wants to show me. I see his age. He's a lot older inside than he likes us to think and he's been through more than we could ever imagine. He sees things differently than we do. That's what I saw in Grem. He sees things the way the Doctor does, or at least, when he's really _Grem _he does."

Jack paused thoughtfully. "What if... he's a Time Lord?"

Martha blinked at him. "Grem?"

"He obviously knows the Doctor, in one way or another. And now that you've said it, I see what you mean about seeing more. And he really hates me. That might be because I'm a fixed point in time. The Doctor has a hard time looking at me, so it would stand to reason that any other Time Lord would react the same way."

"Maybe," Martha said, considering it. It was certainly possible, but what if he was? What would that mean for the Doctor? What would that mean for Grem? He couldn't really remember anything about himself; what if the knowledge of what he was is too much for him to take? What would the Doctor do with him? She pushed the thoughts away for the moment. The Doctor would figure it out when they rescued him. She looked at Jack. "How long now?"

Jack looked at his watch in his coat's pocket. "10 minutes. We have a little more time to kill." He looked at the prison with a nervous frown. "Legion should have come out by now."

Just as he said it, they heard a door opening in the distance, followed by growling, howling and snarling of some furious sounding canine Legion. They could faintly see their white eyes peering throught the darkness, and from what Jack and Martha could tell, they were not heading down towards Grem's distracting. Quite the opposite, in fact. They were making circles around the building.

"What are they doing?" Martha asked in alert concern.

"I don't know..." Jack said, hunkering down closer to the ground. They were mostly hidden by the large hill they had decided to wait on, using its slope as cover. "Why aren't they heading down towards the town? Come on. Go. Shoo." They appeared to ignore his quiet urges for them to leave.

They started widening their circle, making their way outwards.

Suddenly they heard something coming up the hill to their right. Jack drew his gun and aimed it in the direction of the noise, only to lower it again as the figure came into view.

It was an alien, its reptillic skin barely visible beneath the slimy, leathery hide that had taken its place. It had a face, unlike those down in the town, if you could call it that. They were really just holes. It was running hurriedly, panting from exhaustion.

Jack and Martha watched it curiously, both coming to the same conclusion; this wasn't Legion. Maybe in appearance, but not inside. Jack made to stand, but it caught his movement and flashed a frightened look in his direction. It paused, stared at him for a moment and then ran to him as fast as its legs could carry it.

Jack jumped to his feet, grabbing Martha up with him and started backing away, holding up his firearm threateningly. "Stay back," he said, trying to be quiet so as not to draw more attention but loud enough to be heard.

The creature stopped. "_Are _you _Jack?"_ it asked and both Martha and Jack gave it a bewildered look, not just because of what it said, but because of its voice. It was like it was going through some extreme puberty, switching from the ghastly, ghoulish voice Legion used to that of a soft female voice.

Jack eyed her warily. "Who's asking?"

"The _Doctor_ sent _me,_" it said, saying Doctor with more of a hiss.

Martha could barely contain her excitement at this. "Where is he? Is he alright? How did you-"

"Martha, shut it!" Jack shushed her, pulling her away from the side of the hill they were on in case one of Legion should see her. They slowly started retreating back towards the clearing they had come from.

The creature started to follow. "Wait, just... ack!" it suddenly collapsed, grabbing at its stomach in pain.

Martha, regardless of Jack's attempt to hold her back, jumped to the female alien's aid, kneeling down next to her despite the painful biting of the dirt. She began to examine her, although tried not to touch the skin that seemed to be getting rapidly slimier. She looked at Jack, who was watching from where he stood. "Jack, something's wrong with her."

Jack sighed angrily and rushed over to them. "Come on. We'll take her back to the clearing-"

A growl turned all three of their heads. Legion stood a few paces behind them, its ghost eyes gleaming with a manic grin.

Jack stood and went to fire his gun, but suddenly the beast was on top of him, throwing its whole body into him and knocking him to the dirt. It landed on top of him and reared back to slash at his chest.

Martha rushed at it (thinking in the back of her mind about how stupid she was being) and gave it a feeble push to get it off.

Naturally, it whirled on her, backhanding her with a large, clawed hand that sent her several feet backwards. She landed on her back with a thud, sprawled out on the ground. It jumped at her, landing with a leg on either side of her face and staring down at her from its bony muzzle. It snarled almost like it was laughing. In morbid fascination, she watched it open its mouth, displaying the jagged set of sharp teeth, as it snaked down to bite her.

Then another roar came and Martha was pulled from her terror-filled stupor as Grem knocked Legion off of her with a mighty shove. They both rolled in the dirt, clawing and biting furiously at each other. Martha watched as the two become just a pile of leathery bones, teeth and claws. Jack struggled to his feet, picking up his gun again and preparing to shoot it at the two fighting beasts. Martha jumped up and caught him, pushing his arm up. "No! You might hit Grem!"

"Yeah, and I might hit the other one!" Jack snapped.

"No!" Martha said urgently. She looked at the two fighting monsters and knew there wasn't nothing they could do to help. "Come on. Help me with her." She went over to the alien and helped her to her feet. Jack glanced at the fight and then at Martha. With a sigh of frustration, he went to the alien's other side and helped her to stand.

Meanwhile the two ghastly creatures raged at one another, growling, snarling, biting and tearing at the others' tough hides. One was obviously prevailing over the other; it was bigger, its fangs longer and it almost looked like the shoulder bones jutting from its back were growing. At each tear that drew no blood from either opponent, they howled in pain and fury. The longer-fanged suddenly got a mouthful of the other's throat in its mouth and began to pull and tear.

The other yelped and tried to pull away, but it was caught in a death-grip. The long-fanged pulled and pulled until there was a snap and a hunk of flesh and bone. With its throat simply gone, the defeated Legion fell in a limp, bony heap on the ground, the ghostly glow of its eyes dying out in the darkness like a snuffed out light.

Martha and Jack had made little progress and before they knew it, the winner Legion was bounding towards them, clawed hands and feet ripping up dirt as it ran for them.

Jack pulled out his gun and aimed.

"_Mercy!_" Grem cried, running up beside them and kneeling. His eyes wandered onto the alien and he snarled. "_Legion! Legion!_" He backed away and attempted to swat at the immobile alien. Jack side-stepped to block him.

"It needs the Doctor, too," Jack explained to it severely.

Grem regarded him coldly, but seemed to relent to his words. He returned to their side and knelt. "_Quickly. Before more come._"

"What about the Doctor?" Martha asked in dismay, looking behind at the silhouette of the building.

"_Too late. We have failed. Come, come, Martha. Quickly."_

Getting the prone alien onto his back, Jack and Martha hopped on and Grem began sprinting as fast as his skeletal legs could carry him, almost too fast for either of them to hold on, much less keep the alien seated between them.

They retreated back to the clearing of dead trees, where Grem deposited his load and then stalked off to stand behind a few trees.

Martha and Jack laid the groaning alien on tree-ash, which proved more difficult than one might think due to the fact that it was positively dripping in some sort of slime. As Martha examined it, she realized that the slime was taking with it the thick leathery top layer of skin with it, leaving behind green, reptillic skin. She looked up at Jack as though he might have an explanation, but he looked just as bewildered by what was happening as she was.

The alien looked to be in extreme pain, eyes squeezed shut and doubled up. The only sounds it made were a few suffocated groans.

"This is a Silurian," Jack stated suddenly.

"What's that?" Martha asked.

"It's like a lizard alien. They're native to earth, but I've run into a few. I think it's a girl."

The alien girl suddenly cried out and then she stopped moving.

Martha grabbed the aliens wrist to feel for a pulse. She felt something, but then again this was an alien. It might not have had a heart at all.

To her relief, the Silurian stirred and looked up at them through clear eyes. "Are you... Martha and... Jack?" she asked through exhausted pants.

They nodded in turn. "Yes," Martha replied. "What's your name?"

"Amara," she replied wearily. Her eyes drifted to the tree line were Grem stood and her eyes widened in pure terror. She tried backing away, but Martha laid a gentle hand on her slimy shoulder.

"It's alright," she assured her. "He's helping us."

"That's Legion," Amara whispered in fright.

"His name's Grem," Martha corrected.

"Then he is decieving you, ape," she replied, then seemed to catch what she'd said and gave them both an apologetic look. "I'm sorry. I'm not used to having... polite conversations with... humans."

"Don't worry your pretty alien head about it," Jack said charmingly. "Now, what can you tell us about the Doctor?"

Amara looked at him, her fear seeming to increase at his name. "He saved me," she breathed. "I'd still be... like _that_ if it weren't for him." She gestured at Grem on saying "that".

Martha glanced back at Grem, who had attempted to hide himself behind a large tree, but he still surpassed it in length, and she could see that something was wrong with him. She turned to Jack, told him she'd be back, and went to Grem.

He apparntly didn't want to see her. He growled as she approached and tried to back away into the trees. He did it very clumsiy, hitting several of the dead plants and turning them into dust.

"Grem, what's wrong?" Martha asked with concern.

Grem continued to back away, although more slowly and deliberately now. He did not reply, but continue to growl and hiss as she approached.

Martha stopped her appoach and looked at him earnestly. "Grem, show me what's wrong. You saved my life tonight. I owe you. If there's something wrong, let me help you."

He regarded her warily at first, but Martha could almost visibly see his defenses fall and he gingerly walked towards her, head low in submission, eyes locked on her. When he was directly in front of her, he showed her his neck.

She looked, finding long, deep gashes covering his thick hide. Most of them appeared to be on his left side and neck, but he had a few bite marks on his head, neck and front leg. There was no blood, but there was some clear liquid oozing from them, collecting at his belly and then dripping onto the ground.

"Is that your blood, Grem?" she asked, attempting to get closer to examine it.

He stepped away from her quickly. "_It is His poison. You must not touch it."_

"How am I supposed to help you if I can't touch you?" Martha asked.

Grem turned away from her, limping with little grunts of pain over to a tree and laying himself down beside it. "_You are not._"

Martha frowned and walked over to him. He watched her warily, looking ready to jump away if she attempted to touch him. She instead sat down beside him and looked without fear into his eyes. His eyes were like the Doctor's now, still fogged, but clear enough to see that glint of wisdom beyond that of normal beings. As she stared at him, she realized that he looked frightened. Though he met her gaze, he was tense and his eyes displayed his masked fear. "_The Doctor cannot help me," _he muttered through a slight growl.

"Yes, he can. I know he can," Martha said.

"_He will become Legion."_

_"_No he won't," Martha said sternly. "We're going to save him and then he's going to help you. Do you got that? That's what he does. He helps people."

Grem looked at her, his expression was once again cold and without emotion.

Martha sighed. Then, for no reason at all, she reached up a hand.

Grem watched her, tensing up and growling low, but she simply placed it on his snout. He felt dry and unpleasant, but she didn't let it show on her face. She wanted to reach whatever it was that was inside, comfort it. She could imagine that nothing had touched him with compassion in a long time. To her relief and surprise, he did not pull away. His face showed now sign of recognition of the gesture, but he stared at her more intensely. He eyes flicked to the side and then he quickly removed her hand with a shake of his head. Seconds later Jack came up to them.

He looked at them for a momet before speaking, "She had a message from the Doctor," Jack said. "He wants us to find the TARDIS first. Amara says its _inside_ the mountain, beneath the prison. She knows of a way to get in where Legion rarely go."

"Rarely?"

Jack shrugged. "It's goig to have to do." He glanced at Grem and his oozing wounds. "What's that?"

"_Poison,_" Grem replied.

Jack grimaced at it with disgust. "It looks like your bleeding sticky water."

"_It is poison._"

"Yeah, heard you the first time."

Martha glared up at him.

Jack blinked at her and mouthed "What?"

She mouthed "He saved your life," in return.

Jack groaned and looked down at Grem. "How fast do you heal?"

"_I do not know. Legion cannot be harmed except by Legion._"

"So... if I'd shot you earlier?"

"_Legion cannot be harmed," _Grem replied.

"What about an explosion?"

"_This would kill. Not harm._"

Jack nodded with a sarcastic expression. "Gotcha." He looked at the wounds, sighed and then took off his jacket. He then tore off his sleeves and seperated them into strips. He handed them to Martha when he'd finished. "Will that help?"

"Yes, actually," Martha said. "Grem, can I put these on some of the bigger wounds?"

Grem scowled and then took the pieces of cloth from her, having difficulty with his slightly paw-like hands. "_You must not touch,"_ he replied as he began applying them to his own wounds. Of course, this did not work very well, so Martha eventually convinced him he needed her help. With a disapproving growl, he relented to her. She very carefully helped him wrap the strips of cloth around the wounds. The wounds on his sides they simply stuck the cloth to; they were sticky enough for this to work.

Amara appeared as they did this, watching with frightened, distrusting eyes. Grem held a similiar expression towards her. The slime on her body had all oozed off, leaving her green and reptile-like. Her facial features had been returned, mouth, nose, lips; as though she had just been wearing a very convincing costume.

"How do you intend to help the Doctor?" she asked, her voice norma and soft. "I would like to help if I can. I owe him that much."

"We do what he says first and get to the TARDIS," Jack said, flipping the sonic screwdriver Amara had brought with her. "You can help by giving us all of the information you have on this planet."

Amara nodded and began to relay (with difficulty and a few tears) all that she'd been through and seen upon her arrival.


	9. Sorrow And Fear

**Thank you for the comments and faves! They are all really appreciated! Please enjoy the next chapter :)**

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><p>He held his friend in his arms as he knelt, watching him fade away. He begged him not to go, <em>begged<em> him to regenerate, but he wouldn't hear it. He almost smiled before his eyes rolled up into his head and then he let out his final breath.

And then he was dying again. The Doctor could only watch as the gun was fired and the Master doubled over, eyes wide in surprise. The Doctor rushed to him, catching him before he fell and holding him in his arms. "I've got you, I've got you," he said as he brought him gently down.

The Master winced in pain. "Always the women."

"I didn't see her," the Doctor said.

The Master groaned, giving him a weary, cocky smile. "Dying in your arms. Happy now?"

"You're not dying. Don't be stupid. It's only a bullet. Just regenerate," he said, looking from the wound to his friend, waiting for him to start changing.

The Master looked at him. "No," he breathed.

"One little bullet. Come on," the Doctor urged, gripping him tighter.

"I guess you don't know me so well. I refuse," he stated triumphantly, but he sounded weary.

"Regenerate. Just regenerate, please," the Doctor pleaded, growing more desperate as the realization of what the Master intended sunk in. "Please! Just regenerate, come on." He was shaking now.

"I don't want to spend the rest of my life imprisoned with you!" the Master said, his breathing becoming more ragged now, but his resolve remained as strong as before.

The Doctor stared at him desperately, feeling tears welling at the corners of his eyes. "You've got to. Come on. It can't end like this... You and me, all the things we've done." He choked on his words, but he pressed on.

The Master stared up at him, his face twisted as though saddened, but still unrelenting.

"Axons, remember the Axons? And the Daleks..."

The Master's face was drawn into a grimace of pain, staring up into the Doctor's face.

The Doctor cried freely now, sorrow engulfing him. "We're the only two left. There's no one else... REGENERATE!" he cried.

The Master smiled. "How about that?"

The Doctor stared at him with pleading eyes.

"I win." The Master struggled to swallow, grunting and then saying, "Will it stop, Doctor? Hm? The drumming..." His eyes looked haunted. "Will it stop?"

The Doctor watched helplessly as yet again before his eyes, the Master's eyes rolled back and he was gone. He brought him into a tight hug, sobbing and rocking him back and forth. His friend was gone. He was the last. His friend was gone. He cried out, hugging him tighter as sorrow racked his body, mind and soul. In the back of his mind, he heard laughter, cruel, heartless laughter that only made him cry harder. The body in his arms suddenly vanished in fire, leaving him alone in the dark, weeping.

"_A fresh wound,_" Akdevor said gleefully. "_I enjoyed that._"

The Doctor fought to control his sobs, but he could not stop them. He hugged himself and rocked back and forth, hiding his face in his arms. He was losing this battle and it wouldn't be long before Akdevor gained access to the Time War. He was going to lose.

"_You have experienced much sorrow. Now onto fear..."_

The Doctor was too weary, too consumed with sorrow to fight him this time. Akdevor entered his mind with no resistance, save for the door in the back of the Time Lord's mind; the Time War. Akdevor opened and closed doors, putting up barriers at certain doors to ensure the Doctor could not enter them. The Doctor was aware that he was only doing this to his good, pleasant memories. Soon he would block every good door in his mind, leaving nothing but his nightmares; the memories that most haunted him.

Akdevor rummaged through until he found another recent memory.

He was on the S.S. Pentallian. The Torajii sun was in his mind, burning too brightly for him to focus or concentrate on anything else. It was screaming at him, enraged and in pain and he felt all of it. He knew he couldn't hold on for long. He was not completely aware of what he was telling Martha to do, but he knew he was asking her to put him into the cryogenic stasis machine, hoping that it would destroy the burning entity in his mind.

Martha had his hand. He heard himself say something, but isn't fully aware of what it was. He screamed as a fresh wave of pain ran through him and his grip on her hand tightened. "I'm so scared," he gasped.

"Just... stay calm!" Martha tried to assure him. "You saved me... now I'll return the favor."

His body was bucking, his whole being desperately trying to fight off the powerful entity in his mind.

"Just believe in me," she said.

"He's burning through me!" he screamed, his mind in a haze of agony. He hardly heard her words. All he could think of was the pain.

"I've got you," she said.

He knew he couldn't hold out, so he tried through his moans and cries of pain to tell her about his regenerations, but she quickly shushed him.

"That's not going to happen," she assured him. "You ready?"

"No," he shouted. His breathing was out of control, his body was on fire and she stepped away from him to start the machine. He had never felt so scared. He felt the bed move into the chamber, heard her pressing buttons and he screamed as the cold stabbed viciously at his body. He screamed until his throat was hoarse.

Suddenly the cold stopped. He felt panic rise. "No! Martha, you can't stop!" he shouted desperately at her. He felt stiff, but all he was aware of was unnatural heat in his body, slowly building back up again.

She sounded concerned as she asked what happened. He didn't hear anything else she said, though, as the pain returned with a vengeance, stealing his mind away to focus on fighting it. Finally, he got a small moment of control. "Martha!" he shouted. "Listen! I've only got a moment! You've got to go!"

"No way," she protests.

"Get to the front!" he shouted and told her to get rid of the fuel. He knew it was the only way to stop the entity, but she kept refusing to leave him. She had to listen! He didn't have time to argue with her! He was burning from the inside out. "Give back what they took!"

"Doctor!"

"Please go!"

He heard her leave. He got up, fighting the pain in his body and head. It was excruciating and he could barely think. He crawled on the floor, feeling the entity scourging his mind. He was so afraid. He crawled and worked his way through the ship, gasping in pain. "Martha!" he called again after what felt like endless hours.

"Doctor!" she replied. She was talking in the intercom. "What are you doing?"

He stopped, realizing with sudden horror that he had given everything he had. "I can't fight it," he gasped. And then he was gone. The entity had him, wrapping him up in burning flames and he heard it use his voice. "_Burn with me._"

"NO!" he shouted, banishing Akdevor from his mind with what little energy he had left. "Stay out of my HEAD!"

"_Look at you. The savior of the universe reduced to a weeping _man_." _

The Doctor fought the tears and sniffed, trying to calm himself.

"_How much more can you take? Nothing will satisfy me but your soul, and I will not rest until I have it. Give it to me. It will be less painful for you._"

The Doctor ignored Akdevor's taunts and got up from where he had collapsed on his chest, using what little strength remained in his exhausted body to get himself into a sitting position. Then, slowly, on shaking legs, he stood, facing the thick darkness.

"I know what you are," the Doctor said, trying to regain control of his breathing and frantically beating hearts.

"_Oh?_"

He nodded. "You're one of the Great Old Ones," the Doctor stated. "Well, I say one of them... I really mean a sub-species that originated from them. You're not nearly as powerful."

He could feel the darkness thicken and knew he had struck a chord.

"I'm right then?" he asked the blackness. It was a satisfying thought, knowing that he was getting under Akdevor's "skin".

"_I am a great descendant._"

"Not as... _pure_, then, I guess you could say?" he taunted.

"_I devour planets whole!_"

"Oh really? Then why do you only have one? Why do you hide at the edges of the universe?"

"_Do not attempt to mock me, Time Lord. I am the bringer of Pain, Sorrow and Hate. And what are you? You are a lonely, tortured soul, constantly running from his own past for fear of it. I am the mirror, Doctor, showing you the consequences of your existence._"

The Doctor made no argument. He knew it to be true. Besides, he wasn't going to waste time defending himself when he had such a small window for poking and pestering, the only thing he could think to do in this moment of reprieve.

"Maybe so... but at least I'm not a pathetic wannabe. I'm _full_ Time Lord. You've only got remnants of your ancestry."

Akdevor was silent for a moment, but the noise that followed make the Doctor's skin crawl. He was _chuckling_, dark and cruel. "_Are you trying to rile me, Doctor? Is that your line of defense? I suppose you plan to taunt and mock me to death?_"

"Works most of the time," the Doctor said, putting his hands into his pants pockets.

"_I can imagine, but I'm afraid your break is ended. Are you going to fight me, Doctor?"_

"Until my last breath," the Doctor replied.

Akdevor laughed. "_You will not be so fortunate as to die._"

The Doctor stared into the darkness and grinned. "I could if I wanted to..."

Akdevor was silent. "_I do not understand_," he said at last, sounding very concerned.

"I don't _have_ to live," the Doctor said. "I can die anytime I decide. Didn't you know that? Time Lords don't often mention it. It's one of the Time Lords neater tricks. I can choose to regenerate, or I could choose to die. I could drop dead right here and now if I wanted."

"_You would not kill yourself,"_ Akdevor said, though his tone was uncertain.

"Try me. One way or another, I'm going to make sure you lose."

"_No, you won't,"_ Akdevor stated and the Doctor noted the sudden increase in confidence.

"What's to stop me?"

"_You companions, Doctor. They would be stuck on this planet... stuck with me. Die and they will become Legion, most likely akin to the slaves you saw in the camps. I will make their transformation slow and agonizing, but leave a flicker, so that they can feel the pain of your betrayal towards them._"

The Doctor's hearts stopped and any hope he'd had quickly vanish.

"_Die and they will suffer a fate beyond any I have dealt out. Live and I will allow them to return to their planet, unharmed._"

The Doctor swallowed.

"_I do not ask for much, Doctor. You do not even have to stop resisting me, if it is your wish... but when I break you, you must live. In return, they go free, on this I give my word._"

The Doctor shut his eyes. If he could not get himself out, or otherwise Martha and Jack couldn't rescue him, they would be trapped here. It would only be a matter of time before Akdevor's Legion found them. He couldn't let that happen. He lowered his head. "Your word?"

"_By all of the sorrow, pain and anger, you have my word. Do you still wish to resist me?_"

The Doctor straightened up. "I couldn't do it any other way."

"_Very well."_


	10. Hope

**Thank you so much everyone for your comments, reviews, watches and faves! I love hearing what you guys have to say and it inspires me to write better and quicker! I'm sorry it took me a while to get to this chapter. I've had an insanely busy week, but I won't bore you with the details. Instead, I'll give you a chapter. I can't wait to hear your thoughts on it! :D **

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><p>Akdevor was angry. Well, that was really an understatement. He was furious. The Doctor could feel it an whatever it was that was causing it was also distracting him enough to leave the Doctor alone. The break was pleasant, though if he had been a little less mentally exhausted, he might have wondered <em>why<em> Akdevor was angry. It could have had something to do with Jack and Martha. He may have realized that the Doctor had healed one of his Legion, that was if she had escaped unnoticed. Or any number of other reasons he was unable to think of. It did, however, occur to him that Akdevor would be in a rage next time he entered the cell, more strong than before. He guessed that, if the rate of attack were to remain the same, then he could last two more attacks. If Akdevor came out him fueled with fury, maybe not even one.

Akdevor had been wrong about it being a relief, knowing he would soon break. It wasn't a relief. It wasn't a comfort knowing that Akdevor was going to turn him into a souless monster and that he would feel nothing, because that wouldn't be true. Amara had been alive, deep, deep within the beast on the surface and she had been scared, hurt, crying, firghtened beyond the ability to help herself.

Then again, he had not seen a soul in the canine Legion. They had felt and seemed just as vile and cruel as Akdevor himself. They were his chosen few, after all. That was what he planned for the Doctor and it horrified him.

He raised his head when he felt Akdevor enter the room. He was surprised to find that Akdevor appeared to be attempting to take on a physical shape, morphing the black mist into limbs, a head and a tail, but he wasn't successful. It was really more like a shadow of a creature nearby. The Doctor thought it strange that he would want to attempt this, but he didn't have much time to dwell on it.

"_You have been busier than I thought since you arrived, Doctor,"_ Akdevor hissed venomously.

"I'm sorry?" the Doctor asked, looking up into the darkness with weary eyes.

"_How did you manage it?_"

He blinked. He was too tired to get his thoughts together at the moment, and he thought that this was the reason he wasn't understanding Akdevor's question. "What am I being accused of managing?"

"_DO NOT MOCK ME!"_ Akdevor roared, making the Doctor instinctively flinch away. He filled up the room so that he felt and (if it weren't so dark) looked bigger. "_I know how you did it to my servant. This does not matter to me. How did you reach my elite?"_

The Doctor stared at him with what must have looked like a dumb expression, mouth slightly open in bewilderment. "I honestly don't know what you're talking about."

"_One of my elite has killed another...my favorite. I want to know how you did it._"

The Doctor was silent as the implication of his words registered in his weary mind. A smile crept onto his face- it looked sinister accompanied with the dark bags under his eyes and exhausted expression. Whatever was happening, it was inconveniencing Akdevor, and that was enough to lift his spirits slightly. "Something gone wrong, then? Your fool-proof scheme not as fool-proof as you thought it was?"

Akdevor was practically steaming with rage. "_It is impossible to reach my elite. You've seen it yourself. These are the ones that have no souls to free, so there must be something else. Tell me-_"

"Or what?" the Doctor bit. "You'll 'make things unpleasant'?" he said, mocking Akdevor's voice as best he could. He didn't do it right, of course, but it added to the scathing way he had wanted it to come across. "Too late for that, I'm afraid."

"_Indeed. I cannot inflict more pain upon you. Such an act would be fruitless. But your friends, however, are a different matter._"

The Doctor felt his hearts stop.

"_Make no mistake, I am aware of the importance that at least one should be released to ensure you live. However, I was being generous in letting them both go. This could change very quickly._" He paused, allowing the threat to fully sink in before continuing. "_Tell me how you have done it._"

The Doctor felt panic rise in his chest, the importance of getting Akdevor to believe him plain on his features and voice. "Please. I don't know what's been happening to your elite, but I swear it's not me. Freeing Amara was difficult enough. I haven't even been close enough to any of your other Legion to _attempt_ reaching out to them, much less _control_ them," he reasoned.

_"I said nothing of controlling them,_" Akdevor said darkly.

The Doctor's eyes widened, his fists clenching in fear. "I only assumed that that was what you were impl-" the rest of the sentence was cut off in an agonized scream as Akdevor entered his mind, intent only on inflicting pain. Akdevor reached into already-accessed areas of his mind, pulling forth every moment he could find of the Doctor in pain, making him feel like it was happening all it once.

The Doctor's body writhed and he let out an agonized scream. He felt like he was burning up from the inside out, then like there were millions of tiny, painfully sharp needles prickling his body, his body ached when the feeling of getting beaten all over came, eliciting more blood-curdling screams, and then he felt electricty courses through his muscles, making him twitch and writhe.

"_Tell me,_" Akdevor demanded, stopping his attack momentarily.

The Doctor collapsed onto the floor, the cord on the collar pulling taut and lifting his head uncomfortably off of the ground, not that he was noticing. His body was screaming with pain as he gasped for breath. He didn't bother to pick himself up. That would have been too tiring. He laid on his side, considering his deal with Akdevor to save Martha and Jack. Maybe they would be fine without him. Maybe everything would work out fine if he just died right then... but what if it wasn't? Sighing in a hoarse throat, he weakly pushed himself up to sit, leaning his heavy head against the wall behind him. The effort of this left him breathing heavily. "There's nothing to tell. Look at me. Does it look... like I have enough strength... to pull off something like that?" he asked between heavy, difficult breaths.

Akevor regarded him uncertainly.

"Besides. I think... you may be... overlooking a possibility."

"_Oh? And what is that?_"

The Doctor managed a smile. "Maybe you're losing control of them."

The response to this statement was expected and immediate. The Doctor shut his eyes as pain engulfed him once more and he screamed.

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><p>Grem refused to carry Amara up the mountain despite the assurances Jack and Marth gave him. He only barely tolerated her being near him, watching her from the corner of his ghostly eyes while growling low in his throat. Finally, Martha and Jack gave up and decided they would walk up the mountain. It would take longer, but they had no other options.<p>

Amara and Grem walked on opposite sides of Jack and Martha, since neither seemed particularly fond of the other. It was an extremely awkward climb. Jack and Martha would exchange uncomfortable glances at each other, wondering whether or not they should try and talk or just leave the silence.

It was a good hour and a half before they finally came to a stop at a crevice between the largest of the mountains and another smaller one. Amara pointed at the base of the larger. "There's an entrance here. Legion will pass through sometimes, but it's not actively guarded."

Grem sniffed at the air, but appeared not to smell anything he disliked.

Jack nodded. "Alright. Here's the plan-"

"Jack," Martha said, glancing off towards the main entrance of the prison.

"What?" he asked.

She pointed and the four looked. Legion were pouring out of the black building, speading out and running off in different directions.

"What's going on?" Martha asked.

Grem growled. "_Legion searches. He knows. Legion_ comes." Grem looked around and then began digging, pulling up huge paw-fuls of dirt and chucking it over his shoulder in a frantic hurry.

"What is it doing?" Amara asked, scowling with disgust at him.

"Grem, what are you doing?" Martha asked.

Grem did not answer, but he looked up a few times in the direction Martha had pointed. "_Legion comes._"

Jack looked and saw that two were headed in their direction. He turned to the others. "We've got to go. Grem, quit that and come on."

Grem growled again and continued digging. He had nearly dug four feet downwards. "_Legion comes. Legion comes. Legion comes._" He sniffed and snarled.

Martha watched him and then glanced at the pile of dirt. She bent down and sniffed. The Doctor had been right about it not smelling like glass. It had a more pungent smell than most dirt, but it smelled like dirt nonetheless. She then lifted a hand to her nose and smelled. She looked at Amara and Jack. "They can smell us."

"_Legion smells you,_" Grem agreed, nearly disappearing in the hole he had dug. He jumped out and then nodded at it. "_In._"

"I'm not getting in there," Jack protested.

"Jack, we can't outrun them and we can't hide from them. If they get close enough they'll be able to smell us," Martha explained. Of course, they couldn't just roll around in the dirt to mask their smell. It was too sharp and would more likely smear their blood everywhere from tiny cuts. Grem's plan was actually quite genius. Without another word, Martha jumped in and laid down, careful not to touch her bare skin against the sharp grains.

Jack sighed in exasperation but jumped in after her, laying down beside her and putting his arm around her neck for her to rest her head.

Grem looked at Amara, growling, but appeared to consent to her getting in.

She hesitated, looking between the hole and Grem, before finally jumping in as well, laying down beside Jack. Grem then jumped in afterward, his body providing cover as he began to bury them in using his tail. He used his arms to guard the bodies beneath him from the dirt pouring in, essentially creating a bony, leathery cacoon. A short time later, they were enveloped in darkness.

Martha listened as overhead soft pattering could be heard as two Legion passed, never pausing. It had worked.

Grem did not get out as soon as their footsteps had faded away. He remained for a good time after, laying completely still on top of them. He only started to move when the bodies beneath him started struggling to breathe. He lifted his head, tossing off the dirt and then craned his neck, creating a small opening in the coffin of glass dirt. Amara crawled through first, then Martha and then Jack. When all three of them had escaped, getting a few small cuts from the dirt on the way out, Grem stood and got out of the hole. He stepped away from them and shook himself off.

Martha looked around. All of the Legion had vanished. If they were lucky, that meant that all they would have to worry about once they were inside was Akdevor himself. A cool breeze tickled her skin and she went to hug hersef. Her fingers brushed against her arm and she suddenly jerked away in fright, letting out a little gasp.

Jack turned to her immediately. "What is it?"

Martha shook her head. "I don't know," she said and tentatively touched the spot on her arm again. It was slimy and... leathery. Her eyes widened in horror. "What is that?"

"What?" Jack asked in mounting alarm, taking her arm and looking at it. He stared. "What is that?"

Grem walked over, looked and suddenly back away, hissing.

"What's happening, Grem?" Martha asked.

"_Poison. His poison,_" he answered. He checked his wounds and snarled when he found one dripping. He grabbed at one of the pieces of cloth on another wound and placed it over the oozing gash on his side, sealing it.

Martha looked at the leathery skin on her arm in horror and then at Grem. "I'm not going to... change... am I?"

Grem approached her almost cautiously, eyes flicking from her face to her arm. He sniffed at the skin on her arm tentatively and then shook himself off as though he disliked the smell. "_Too little for change. Martha is too strong_," he said and then started walking to the back entrance of the prison.

"I'm too strong?" Martha asked curiously.

"Your mind needs to be broken for it to fully take hold," Amara explained, following after Grem. Martha and Jack joined her.

"Why is that?" Jack asked.

Amara shrugged. "I don't know. I've been too busy being consumed by it to really question it."

Jack looked at Martha's arm, the leather skin there having spread a little since he'd last looked. It was black in constrast to her skin, like there was a hole there. It was visible even in the darkness. "Does it hurt?" he asked.

"A little," Martha said. It kind of stung, but not enough to be actively painful. It was more annoying than anything.

They stopped talking when they approached the cave entrance. Jack took the lead, followed by Martha, Grem and Amara. They crept inside,, finding no Legion to impede their progress, following a wide passage for several minutes until coming into a long hall lined with entryways on either side. Most led into large hangar bays with ships of varrying sizes, only really visible with their outlines and blinking lights. The other entrances were pitch black.

"Where are we?" Martha whispered.

"This is where He keeps his battle ships," Amara answered.

"Who flies these things?" Jack asked, observing the strange design of the ships.

"Legion does."

"Yeah, but I mean do the dog-Legions or do-"

"Both do," Amara said. "It takes both to fly them successfully."

They continued in silence when suddenly Grem made a low, venomous hiss, jumped ahead to block them from moving forward and began to push them into one of the black rooms with his head frantically.

"Grem! What is it?" Martha asked in alarm as he pushed her into a blanket of blackness.

"_Him! Him!"_ Grem whispered, pushing each of them all the way back until they hit the wall of the black room. He positioned himself in front of them, facing the entrance and watching it alertly, like a guard dog.

Martha, Amara and Jack hunkered down, listening and watching the slightly less dark outline of the door they had been ushered through. Amara was shaking, stifling back whimpers of fear. Martha could hear her chanting something under her breath and could only just make out what it was. _"_Not again... please not again... please not again..."

"Amara, be quiet," Jack whispered and though Martha had thought it harsh, she didn't deny that she really needed to be quiet.

Suddenly the outline of the door disappeared as something deeper than black passed it. The darkness seemed to close in around them suffocatingly, closing their lungs. Martha suddenly felt terrified, beyond any fear she had ever felt in her life. She felt herself shaking and knew that they had been found and that they would surely die. There was no hope. They wouldn't be able to save the Doctor. They wouldn't be able to save themselves. It was all over.

And as quickly as it had come, it passed. Martha felt the fear and the hopelessness leave her and she looked ahead at the once again visible doorway. Amara had tears streaming down her cheeks, working feverishly to keep her snivels silent.

Grem watched the door with robotic focus, eyes never moving from it, as though he expected something to jump out at any moment and tear them all to pieces. Martha noticed his breathing had changed. Each inhale and exhale was short. He was afraid. Knowing this brought the fear- though greatly less than before- back to her.

Grem did not move for ten minutes. He remained still, eyes unwavering, like a statue and Martha began to fear that whatever had passed the door had scared him too badly to function anymore, but finally he slowly made his way to the door, sniffed, looked out and then turned to them. "_He is gone._"

"What was it?" Martha asked.

"_Him._"

"Yeah, but... I've never felt anything-"

"He is very old and very powerful," Amara said, coming out of the darkness. Her voice sounded shaky and her eyes were glistening with tears. "He does that to every being He encounters."

Martha shivered, wondering if that was what the Doctor had expierenced when he'd met Akdevor, or if perhaps he was strong enough and... _alien_ enough to deter it. She hoped for the latter.

Grem led the way this time, stopping often to sniff at the air and peer ahead. This made their progress slow-going, but Jack insisted that it was worth it. He had obviously not enjoyed the encounter with Akdevor either, and wanted to take every precaution possible to avoid a second run-in. The hall they were walking down eventually began to slant upwards and then they came to several flights of stairs. They passed more passages and doors, but both Grem and Amara continued straight. After the third staircase, they came to a fork in the passage.

"Left leads to the prison and the right leads to the main bay, where Akdevor directs the planet," Amara said.

"Left is the prison... where the Doctor is?" Martha asked.

She nodded.

Martha turned to Jack, who was looking at the right passage determinedly. "Jack, you and Grem go to the bay. Amara and I can go left."

He stared at her. "What? No. We're not seperating," Jack protested. "That's too dangerous."

"We'll waste time if we all go together," Martha said. "And I don't know about you, but I want to get the Doctor out of here."

"He wasn't doing well the last I saw him," Amara added. "It's likely that this will be your last chance to save him."

Jack frowned indecisively. Grem was scowling, although whether or not this was because his expression was usually like this or because he disagreed with the plan was lost on everyone. Jack sighed and handed Martha his gun. He knew if a Legion came upon them, it would do her no good, but he wasn't sure what it might do to Akdevor and if it helped, he was more than willing to give it. "We'll meet back here in 15 minutes. 15 minutes. No less," he said firmly.

Martha nodded, taking the gun and putting it into her belt.

"Why don't you take Grem?" Jack asked.

"Because I'll have the Doctor," Martha said. "This way youll have someone to protect you."

"I don't need protecting. I don't die, remember?"

"It's not dying that's a problem," Amara said. "You'd best go with that thing."

Grem growled at her, glanced at Martha as though pleadingly, but did not argue. Instead, he turned and started making his way down the right passage. Jack frowned irritably, hugged Martha and then followed after the beast begrudgingly.

The other two then headed down the left path.


	11. Into The Lion's Den

**I have not been responding to individual reviews lately because I have been busy, but I'd like to start doing that again, so I will. Thank you everyone for your comments and the recent faves. I really appreciate them. This is a bit of a long chapter, but if I'd seperated it where I wanted, one of the chapters would have been very short, so I thought it would be better just to have a longer chapter. Hopefully you guys don't mind. Also, I'd like to apologize for any spelling mistakes or missing letters. My auto-correct is screwing up and my keyboard has decide to work only sometimes. **

**sadhappygirl: Sometimes Jack needs help, no matter how macho he makes himself out to be. I'm glad I've got you in suspense!**

**Mystery Commenter: I'm so pleased you're enjoying it and even more pleased that you're on the edge of your seat! **

**Ayiana89: they've been taking their time about it, haven't they? Hopefully this chapter makes up for it... well, sort of. **

**Short warning, there's some minor cussing. I'm not sure if that bothers anybody, but in case it does, you've been warned.**

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><p>Since Amara could see much better than Martha, she led the way, although she made sure that Martha stayed close to her. Their brief encounter with Akdevor had shaken her resolve, and she often looked behind as though wanted to leave and making sure her escape route was still there. Martha made no attempts to comfort her, she herself scared out of her mind. That entity had been unlike anything she'd ever encountered, even counting her adventures with the Doctor (which was saying something, considering). Despite her own fears, her mind dwelled upon the Doctor and what his experience must have been like captured by that thing. She was certain that if Akdevor had been passing them slower, lingered at all, she might have lost all coherent thought and started screaming and running around in terrified panic.<p>

Amara stopped suddenly.

Martha looked at her expectantly.

"This is it," she said, touching the door in front of them cautiously, like she thought it would leap from its hinges and swallow her whole.

Martha licked her dry lips and tentatively reached for the handle. At her touch, the door opened a pinch. A noise escaped through the crack, a noise that made Martha's skin crawl and her eyes widen in fear and alarm. Screams. Weak, feeble screams that died out into moans and then built again.

Without waiting for Amara to lead her, she flung the door open and stepped into another pitch black room. She didn't care if anything was around, her mind was focused solely on those hauntingly familiar screams of pain and anguish. She stopped in the room, circling around as the cries of pain echoed through the room, making it impossible to tell which direction they were coming from.

Amara suddenly appeared beside her, grabbing Martha's sleeve and leading her off to the left. They stopped at a wall and Amara opened a door.

The screams increased directly ahead. Martha stared into the room, it semi-lit by an eerie white light coming from the end of a metal stick, held by another ghaslty-looking Legion. To her relief, this was not a canine legion. This was another alien-turned-something-grotesque. It was fairly short and had tattered clothing hanging from its leathery, bony body. It was prodding the stick it held into a heap on the floor, sending eletrical currents into the prone form, eleciting screams and moans of weary pain. The smell of burnt flesh filled the room.

Martha wasted no time rushing into the room and flinging herself against the alien-Legion, knocking them both over and causing the metal pole to clatter to the ground. Legion resisted her, pushing her away with surprising strength despite its slightly smaller build- almost like a young adult's. He tossed her aside, nearly lifting her clean off the ground and made to stand. Martha reacted quickly, throwing herself at it again and wrapping her arms around its neck. It fought with her, grabbing her wrists and pulling them free. It looked as though it were getting ready to fling her over onto her back, but it suddenly howled in pain and released her arms.

Martha looked up as Amara stuck Legion's side with the metal stick, the ends of which sparked when they made contact with flesh. She did not stop, holding it to the creature's side as it writhed and shrieked and hissed in fury and pain. "Quickly! Help the Doctor!" Amara said.

Martha scrambled over to where the Doctor lay, curled up with his head hidden in his arms, trembling and moaning. She touched his back and he flinched. "Doctor," she whispered, "Doctor, I'm here. We're here to rescue you." She tried to sound as calm and soothing as she could, though she was breathing heavily from the short battle she'd just had.

The Doctor stirred, slowly lifted his head from where he'd hidden it in his arms and looked up at her with blurred, confused eyes. "Martha? Come here... I need to... tell you something," he coughed, his voice horribly hoarse and his breathing difficult.

She leaned in, glancing over at the writhing Legion and Amara standing over it with angry satisfaction.

The Doctor attempted to whisper into her ear, but he couldn't quite reach, so she leaned in closer to accomodate him. And he whispered, "Martha, I need you... to go. Tell people to say my name... all at once... I can use the psychic... network... I can still... stop the Master..."

Martha felt her heart break and she pulled away, looking at the Doctor in dispair and concern. "Doctor... the year is over. The Master's dead."

He blinked at her, his eyes looking fogged and disoriented as his brows furrowed in concentration and thought. "I know that," he said. "But he keeps regenerating- no, wait. No, he refused. Why does he keep dying? Martha, why does he keep dying?" His lip trembled for a moment and then he started sobbing.

Martha swallowed, nouth slightly ajar as she stared at him helplessly. He didn't know where he was. He didn't know what was going on and now he was crying. She held him, trying to comfort him.

"Martha, hurry!" Amara hissed.

"I'm trying," she replied, hugging the Doctor tightly. She tried to pull him to his feet, but found something resisting her and the Doctor yelped in pain. He freed himself from her arms and huddled into the corner, hands over his face as he wept.

Martha searched until she found the source of the resistance; a collar. A metal collar was on his neck, a thick steel cord connecting it to the wall behind him. Her breath caught and stared at the sight in horror. Not only was the Doctor falling apart, but he was also restrained and she didn't know how to get him free. She touched the collar, looking for a lock but all she could find was a smooth line where it connected. There was no lock, therefore no key. What now?

"Amara, there isn't a lock!" Martha said.

"It's a genetic lock," she answered and then gave a little shriek when the Legion she was torturing lashed out at her, claws appearing at the ends of its fingers. This may not have been a canine Legion, but it was closer to it than those down the mountain. "It only opens for Legion." She stabbed the stick into the creature's chest, forcing it to retreat, but it quickly became apparent that the shocks were not affecting it as efficiently as before.

"Can you get _that_ to touch it?" Martha inquired hurriedly.

"Does it look like I can?" Amara asked, prodding the creature as it made another swipe at her, retreating when this failed.

Martha frowned and thought desperately. Then an idea struck her. She found the spot on her arm that had been infected by Grem's "blood" and touched it to the collar. The collar made a snapping sound and opened. She quickly removed it from around the Doctor's neck, making him wince when she touched the raw, burned skin there. She would have to bandage that soon. She then carefully took the Doctor by the shoulders and helped him stand.

Or tried to, but his knees just gave out beneath him and he collapsed to the ground.

"Rose, don't forget Marcol. I can't leave him. I can't listen to him scream anymore," the Doctor muttered feverishly, shaking his head.

Martha frowned and again tried to get him to his feet, putting one of his arms around her neck and holding him up mostly by herself. He was heavier than he looked and she knew she wouldn't get far without Amara's help, but she was trying to keep Legion at bay. "Amara, try to back out. We can lock it in here," she said, hobbling her way out of the room with the Doctor.

Amara did so, prodding fiercely at each attempted jab and grab of the hissing Legion. When she reached the door, she thrust it closed and Legion threw itself against the door, pounding and clawing at it furiously. Satisfied that the creature would not escape, Amara went to the Doctor's other side and put his arm around her neck and the two of them made their way back through the passage they had come as quickly as they could.

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><p>Jack had not liked the idea of being stuck with Grem, for more reasons than the obvious. His reaction to Akdevor had been less than reassuring; he'd about turned to stone at the sight of him. And most importantly, he was terrible company.<p>

"So can you fly those ships in the hangar or do you have to be specially bred for it?" Jack asked, looking at the creature beside him as it stalked down the passage, scowling.

"_Yes._"

"Yes you have to be specially bred for it or yes you can fly them?"

"_All Legion can fly them,_" Grem replied, rumbling in his throat.

"Do you get training for that?"

"_No. We know._"

"You just know?" Jack asked curiously. "Wish learning was that simple for everyone else. It'd save a lot of time."

Grem huffed.

"So how about it, you gonna tell me what you remember? Or is that a secret between you and Martha?"

Grem growled more angrily than Jack expected him to, but he did not answer. Whether his angry silence was because of the question about his memory or what he'd said about Martha was unclear. Jack was fairly certain that Grem had grown some kind of affection towards Martha, although he doubted it was anything like human affection. It was more likely just a connection, a familiarity, rather than actual care.

"Sorry, was that out of line?"

"_I remember nothing,_" Grem said.

"Well, that's a lie," Jack said. "You remember something. You've called the Doctor a Time Lord twice since we met you. You got that from somewhere and I'll bet you didn't get it from _Him_, so... how'd you know he was a Time Lord?"

Grem growled again, sounding frustrated. Jack was aware that remembering was not easy for Grem, but there was something he wasn't telling them and he wanted to know what it was. Grem shook his head, like a horse might to swat away flies. "_War. Wings. A ruthless Time Lord. This is what I remember_."

"You can't get more specific than that?" Jack asked.

Grem snarled at him in the negative.

"Wings?"

The beast made no response, but looked up as they came upon a new room. Jack looked in and found a darkened room filled with different colored blinking lights. This was where Akdevor flew the planet; the steering wheel, if you will.

Jack whistled in awe. "Wow... this looks complicated."

Grem stepped inside, sniffing at buttons and looking around with an expression of confusion to match Jack's.

"Where to start, where to start," Jack said, flexing his fingers and going over to one of the panels that was within his reach- as some were too high above his head for him to reach. Grem looked at one of these and stood on his hind legs, easily reaching nine feet, and looked at the blinking buttons there.

Jack looked up at him with a new sense of healthy fear and respect. He'd gotten used to Grem's massive size up to this point, but when he stood up, it was staggering. He shook his head and focused on the task at hand. "So... know how to fly this thing?"

Grem looked down at him. "_No... are we not looking for a box?_"

"Yeah, but I thought it might be helpful if we make a mess of His controls before we do that. You know, make sure he can't fly around the universe anymore. Isn't that what you were doing?"

"_Light_," Grem said simply, lowering himself onto all fours again and walking around the room, which was quite large and difficult to navigate due to pillars and collumns of buttons and screens.

"Light?"

Grem nodded. "_It injures Him."_

"Do these hurt him?" Jack asked, gesturing at the little blinking lights.

"_Do the tips of leaves hurt you?"_

Jack raised his brow at that. This planet didn't have leaves. "No," he answered.

Grem continued searches, oblivious to what he'd just remembered. Jack walked on the other side of the pillars, searching and feeling for the TARDIS. He thought it strange that Akdevor should keep it here, but perhaps this was the one place he thought Legion or otherwise might go. If Grem didn't know how to fly the planet, then neither did any of the other Legion. Still, why would He feel the need to hide the TARDIS from Legion if they were under his control?

Grem suddenly turned his head, looking back the way they came, eyes alert. He watched silent as the grave, white eyes visible even in the darkness like dulled car headlights.

Then Jack heared the shuffling of footsteps and a few grunts. That wasn't any Legion he was aware of. He rushed to the other side of the room as Martha and Amara came into view, carrying a limp, body in a tan coat and blue, pin-striped suit between them.

Jack took Amara's place, grabbing the Doctor and helping hoist him up- as they had been practically dragging him by his arms. "What happened to him?"

"I don't know," Martha said softly, sounding afraid and concerned. "He's been mumbling nonsense."

"I told you to meet back at the entrance," Jack reprimanded her, helping her carrying the Doctor across the room and gently put him down on the floor, propping him up against one of the pillars.

"If Legion or... _Him_ had come back we would have been sitting ducks," Martha defended, looking at the Doctor a running a hand gently through his messier-than-usual hair affectionately.

Grem appeared beside them, gazing at the Doctor in what Jack thought was a very eerie way. His face revealed nothing of what he might have been thinking; he just stared, like he was entranced.

"Grem?" Jack asked, waving a hand in front of the monster's eyes to no effect.

Martha looked between the Doctor and Grem in bewilderment and then at Jack again. "Did you find the TARDIS?"

Jack shook his head. "We didn't finish looking."

"I'll help you," she said, standing. They both began scouring the walls and between pillars. Amara, Grem and the Doctor remained near the front of the room, the two ex-Legion staring at the Doctor. The Doctor made little whimpering noises, gazing with half-closed eyes at the floor.

Jack felt around the room, careful not to press any buttons in case any of them should be Self Destruct Buttons, running his hand along rough, rock-like surfaces until suddenly he hit wood. He stopped, feeling it and making sure that it was what he hoped. He grinned when he closed his hand on the handle. "I found it!"

"_Him! Him!"_ Grem suddenly screeched.

Jack whirled, watching as Grem snapped his jaws closed on the Doctor's coat and began dragging him towards the TARDIS effortlessly, as though he were an empty, cloth sack. Amara followed with a look of pure terror.

Martha looked at Jack, rushing to him and getting the key from her pocket. She unlocked the door and flung it open, filling the darkened room with light. It stung their eyes and they had squint and shield themselves with their hands.

Grem abruptly stopped and roared, cowering away from the light of the TARDIS. Jack looked at him and immediately wished he hadn't. If Grem had looked horrendous in the dark, he looked ten times worse now, every ghoulish detail of his bony, leather form visibly illuminated. His wounds, too could now be seen; giant, long gashes of torn flesh and clear, oozing liquid. Jack actually shuddered at the sight and focused on the Doctor. "Grem, bring him."

Grem was still screeching, but another noise suddenly occupied everyone ears. It was worse than Legion. It was pure, defined evil and it was roaring in rage and hate. Akdevor had heard Grem and He knew where they were now.

"Dammit, Grem, bring the Doctor!" Jack yelled angrily, though everyone could hear the terror in his voice.

"Grem, please! Hurry!" Martha cried in alarm and fright.

Grem was howling and hissing horribly, staring at the light as though it pained him, but he held back his cries of discomfort to grab the Doctor and pull him towards the light. Amara came up beside him, grabbed one of the Doctor's arms and helped him drag him across the floor. Once they came to the door, Jack, Martha and Amara carried him into the TARDIS as quickly as they could, despositing him onto the grating of the floor. Grem remained at the door, trying to shield his eyes from the light.

"Grem, get in here!" Jack ordered as he ran back to the door to close it. The beast made no move towards the door, just started backing away and hiding his head.

"Please, Grem, come inside!" Martha called, kneeling over the Doctor and looking out the door desperately.

Jack looked up and his eyes widened in horror, fear and hopelessness as Akdevor's shadowy form suddenly appeared from behind one of the pillars. It hissed and retreated at the light, but Jack knew it wouldn't be subdued for long. "Grem, I'm not leaving you. Get in here now!"

Grem looked up at him with difficulty and Jack thought he was about to bolt off into the safety of the darkness, but instead, he rushed inside, howling, snarling and hissing as he did. As soon as his tail had passed the threshold, Jack shut the door.

* * *

><p>As soon as he'd raced inside, his howling and raging intensified and he began bounding around the TARDIS controls in circles, bumping the railings hard enough (or perhaps he was just that heavy and strong) to make them bend. It was obviou that the lights hurt him and unlike the other three people in the room, he had no eyelids to shut, so he instead rampaged through the TARDIS until he found a corridor and turned down it, seeking some dark refuge to escape the light.<p>

Jack cursed under his breath as he watched the hideous monster and looked at Martha and Amara. "I'm going to find him someplace dark. You two stay put and try to help the Doctor-"

The TARDIS suddenly tipped sideways, knocking the three of them off of their feet and sending them rolling to the right. It tipped again to the other side, like the whole was being thrashed about on the sea.

"What's happening?" Martha shouted in alarm, grabbing the Doctor so that he wouldn't get tossed around.

Jack grabbed onto a bent part of the railing, looking around for the source. "I think _He's_ doing it," he said at the sound of a blood-chilling roar. He was shaking the TARDIS, trying to get in.

"Use the sonic, Jack!" Martha yelled. "Get us out of here!"

Jack dug in his pocket, fumbling with the small metal tube and then bringing it out. "Where do I point it?"

"ANYWHERE!"

Jack pointed upwards, clicking the button as the TARDIS teetered back and forth. It whistled in response, its blue light flicking on. The engine of the TARDIS stirred and then began to move up and down rhythmically. The shaking ceased and before they knew it, the TARDIS had parked itself somewhere.

They stared, as if waiting for Akdevor to start attacking the TARDIS again, but nothing happened. It would have been silent had Grem, shrieking and wailing somewhere deep in the TARDIS, throwing himself against walls that made loud banging noises. Jack had a feeling that the TARDIS wouldn't appreciate such treatment, so he quickly stood and ran after the beast.

Martha remained at the Doctor's side, brushing his hair gently as she watched him mutter incoherently to himself, eyes screwed shut from the light.

"Doctor?" she said gently.

Amara was shaking her head. "You were too late. We were too late."

"Don't be stupid," Martha said, although the injection was weak. The Doctor wasn't even acknowledging their presence. He had a pained expression and he raised his hands to his head, rubbing his face and whimpering.

"Doctor, please look at me," Martha said, more firmly, grabbing his hands to pull them away from his face.

"Stay away!" the Doctor yelped, yanking his hands out of her arms and scrabbling up to a sitting position until he'd back into the TARDIS console. He stopped, staring at the floor and then began to tentatively touch the console behind him. His hands traveled up until they reached the buttons and levers. His mouth opened slightly and he twisted his body so that he was facing it on his knees. He stared, touching and feeling the buttons and levers, as though to make sure they were really there.

Martha watched, biting her lip.

The Doctor was still for a moment, just staring and then he grabbed at his head, taking handfuls of his hair and gripping them. He started to moan pathetically. "No, no, no. Get out. Get out!" he shouted desperately.

Martha went to him, placing a soft hand on his shoulder. "Doctor, I'm here."

He looked at her and then suddenly shut his eyes. "Martha! Listen! I've only got a moment!" he cried, grabbing at her sleeve. "Please go! I'm so scared!"

Martha stared in horror, uncertain of what to do as he pulled on her sleeve desperately. It almost look like the way he did when he'd been possessed by that sun. She looked at Amara desperately. "What's wrong with him?"

"It's hard to explain," Amara said.

"Well, explain it!"

Amara sighed sadly, watching the Doctor dismally. "Every good thought has been blocked... or destroyed. I'm not sure which. It depends on the person. He can't feel anything but pain, fear or hate." She eyed him again. "He hasn't displayed any hate, though..."

"Well, how do we fix it?" Martha asked, glancing between Amara and the Doctor with mounting anxiety and concern.

"You don't," Amara said. "I'm only here because the Doctor saved me, but I think... I think it's too late for him."

"No, no it's not," Martha snapped. She knelt down and looked the Doctor in the face. His eyes were open again. In fact, he'd stopped tugging her sleeve. He now had a look she had never seen. It was haunted, absolutely horrified. "Doctor, you are going to be fine. Do you hear me? We're going to take care of you."

He stared with unseeing eyes, all of his focus on whatever horror was playing in his mind.

"Jack! Bring Grem in here now!" Martha called. She looked at the Doctor sadly, caressing his cheek in hopes it might revive him. It did not.

Jack appeared a few minutes later, leading a blind-folded Grem. He held onto a bone jutting out of his neck, using it to steer him as necessary. He was was also patting Grem's neck in what Martha realized with surprise was a comforting gesture. "Take it easy. Take it easy," Jack soothed like one might a startled horse.

Grem huffed, sufficiently calmed, although he had tired himself out, as his breathing had become heavier. He allowed Jack to lead him back into the control room and to where Martha and the Doctor sat hunched beside the console.

"Is he alright?" Jack asked, his voice making it sound as though he wasn't sure whether or not he wanted to hear the answer.

"He will be," Martha said determinedly, standing and turning to Grem. "Grem?"

Grem huffed again to acknowledge her.

"How did you... come to yourself?"

Grem shifted uncomfortably. "_I do not know._"

"Yes, you do," Martha said sternly. "How?"

If he had been about to answer, she wouldn't know, because the entire room suddenly filled with a terrified scream. The Doctor's. He was staring at Grem in horror, backing himself up as far as he could go- which was not far since the console was in his way. "No! Please! Don't take me back!" he cried desperately. "Please!"

Martha ran to him and took his hand in hers. "Doctor, it's alright! Everything's fine! You're safe!"

His eyes found hers and although she saw that he recognized her, he didn't appear to understand anything that was going on. "Martha... I can't close my eyes. He's there!" he said, shivering.

"_Let me,_" Grem said.

Martha looked at him in surprise. "What?"

Grem nudged at Jack, urging him to lead him to the Doctor. Jack obliged, watching the Doctor for fear he might freak out. Martha managed to keep the Doctor's focus on her, however.

Jack brought Grem to stand in front of where the Doctor was sitting and Grem took another step forward so that his face was inches from the Doctor's. He sniffed.

Jack, Martha and Amara watched in silent anxiety.

"_Put his hands on my head,_" Grem said.

Martha did so, slowly in case sudden movement should alarm the Doctor. As she touched his hands to Grem's skin, the Doctor pulled away with a shriek of fright, hugging his arms into his chest protectively.

Grem growled, sat down on his haunches and grabbed at the Doctor.

"NO! NO! STAY AWAY!" the Doctor yelled in terror as Grem's clawed hands wrapped around each of his arms (they were nearly large enough to grab the whole length of his arm) and put them against his forehead.

"PLEASE NO! I WON'T BECOME YOUR LEGION, AKDEVOR! I WON'T!"

Martha and Jack took in a breath of fear and looked at Grem, expecting him to lash out at the Doctor for saying Akdevor's name. Their jaws dropped as Grem merely sat, holding the Doctor's arms in place. "_Fight me, Doctor. Fight me._"

Martha shivered at Grem's tone. It was wicked, cruel and firm, added on to the already foul voice all Legion had.

"Please, no more," the Doctor begged. "I can't watch them die anymore."

"_Then fight me._"

The Doctor stared with wide, terrified eyes at Grem, like he had never seen anything more terrible or frightening in all the universe. That look alone was enough to scare Martha and Jack.

Amara was watching with a disgusted, horrified expression, hugging herself in a feeble gesture of self-protection. Suddenly, she reached over mechanically and pulled away Grem's blindfold. The three onlookers gasped.

Grem's eyes had turned black, and seemed to be swirling like a mist. He did not react to the light, he just stared unseeing at the Doctor, still holding his arms to his head. "_Fight me. Fight me or you will be mine._"

Amara's jaw dropped and she backed away. "How-"

"What is it? What's happening?" Martha asked in alarm.

"It... it is using _Him_," she breathed in disbelief.

"_Its_ name is Grem," Martha snapped. "And I don't understand."

Amara sighed. "Picture that all evil is contained within you somewhere. You can tap into it sometimes. _He_-" she hesitated, struggling with something for a moment, and then continued, "Akdevor... is a special kind of evil and he leaves that evil in his Legion. An imprint. An imprint so deadly that if you touch it, all that you were is destroyed. The Doctor fought away mine. His elite let it consume them and control them. But this thing- Grem. He can control it; he's _using_ it."

"He's using the imprint to make the Doctor think he's Akdevor?" Jack asked in confusion.

"Exactly," Amara said.

"_Fight me! Fight me or I will kill your friends. Everyone you have ever loved. I will slaughter them,_" Grem/Akdevor said, the rage in the voice growing.

"NO!" the Doctor shouted, but this was one of defiance. He stopped trying to pull away and instead gripped Grem's head more firmly. The Doctor's eyes shut and he started screaming and Grem began to howl and wail.

"Jack!" Martha cried in alarm, seeing that both of them appeared to be in pain. She went to seperate them, but Jack held her back.

"Wait," he said, watching the scene unfold.

The three watched in horror as the two of them suddenly collapsed.


	12. Mind's Eye

**sadhappygirl: I did. Sorry, but look, I have more for you. I feel bad for him too, and slightly evil for putting him in this position. haha. I'm glad you like him. He's a difficult character to write, but totally worth it. **

**Mystery Commenter: Thank you so much for the compliment! I'm very picky too, so it really makes me happy that you should enjoy my story so much. I do love cliffhangers. **

**Ayiana89: I'm glad you enjoyed it. We'll see...**

**Dengirl: Thank you very much! It was my favorite chapter to write so far. **

* * *

><p>He had tried so hard to open the doors, to close the ones that had been opened against his will, but each time he tried, the horrible, shadowy form of Akdevor would rush at him, slashing at him with invisible claws and he was forced to retreat to the only part of the hall that Akdevor could not yet touch. The Time War. He'd protected it with every last ounce of strength he had left. If Akdevor got to it, he would win. So the Doctor had retreated to guard that last door at whatever cost; the last stronghold in his mind.<p>

Akdevor was patient. For some reason he had stopped his attack and instead hovered at the mental barrier that blocked his path, staring at the Doctor with hungry, maniacal eyes. He had not spoken, either, which the Doctor would have found curious if he had any energy left to wonder about it, but he didn't have time for worries like that. The barrier had to hold and he was putting everything he had into it. But it was weak. He knew that and he knew that Akdevor decided to attack now, it would not take him long to break through, so why was he hanging back?

He didn't look around the hall. The only doors that remained open were those of pain, sorrow or anger. Every door with anything good behind it had been shut long ago (how long ago was long ago? It could have been years, maybe minutes, but the Doctor had lost his sense of time at some point). It was an unnerving thing, not knowing the time. He always knew the time. Had Akdevor taken that, too?

He sat behind the barrier, head buried in his arms, which were resting against his raised knees, his hope gone. He was just waiting for the inevitable now and he wondered why he was letting it draw out like this. It would be easier to just let Akdevor in, let him ravage the last horrific memory he had and then it would be over. Yes, he'd turn into Legion, but he now began to wonder if that was such a bad thing. He wouldn't have to feel anymore, he wouldn't have to hurt anymore. No more tears, no more pain. Just nothing.

That was when he felt it.

"_Fight me_."

The Doctor clapped his hands over his ears, trying to drown out the hideous voice. A mind prodded at him. It was small, but he could still feel it.

"_Fight me! Fight me or I will kill your friends. Everyone you have ever loved. I will slaughter them_."

"NO!" he shouted. He grabbed at the mind and pulled it into focus, ready to fight it; to save his friends. He rose to his feet, clenching his fists, looking past the barrier, past Akdevor at the new thing that had appeared.

He didn't see much of it, probably because he was too tired, but he did see wings. Huge, dark, bat-like wings and a body connected to them. He saw luminous yellow eyes and they were focused on him.

"Time Lord!" the winged creature called to him.

The Doctor blinked, his anger evaporating, too startled to answer. Whatever this thing was had just _let _him to draw it in. That was odd, but one thing was clear. This creature was not Akdevor. That reminded him... He looked up as Akdevor turned and snarled at the intruder, his black smoke taking on a huge, hound shape.

The winged creature paid him no notice. "Time Lord. Do not be frightened."

The Doctor didn't feel comforted by this statement, but he continued to listen. The creature looked familiar, but he was too tired to figure out what it was.

"I am here to help," the winged figure said, turning to Akdevor, barring sharp, pointed fangs at it. The Doctor stared and suddenly noticed that there were _two_ Akdevors in the room, one on either side of the newcomer. Neither Akdevors seemed to notice each other, but they did notice the winged creature and they turned to him, snarling viciously.

One Akdevor was bad enough. _Two_ was just unthinkable. "What are you doing?" The Doctor asked in alarm. "Come here behind the barrier!"

The winged creature made no move towards him, but instead spread out its great wings and glanced between the two Akdevor's approaching it. "You have little time, Doctor. Find the light." With that, it launched itself at the Akdevor nearest the Doctor, disappearing in its smoke. The other Akdevor joined the fray until there was nothing but a violently stirring puff of smoke in the middle of the hall.

The Doctor stared in confusion and fear. Find the light? What light? He could see just fine, despite how dark and gloomy it was. He looked around, trying to figure out what was illuminating the hall, but there was nothing. He was just able to see. Slowly, he got to his feet, careful not to cross the barrier and rubbed his face with his hands, trying to get his groggy, tired mind to work. The more he thought, the more he felt the barrier weaken. He panicked and again focused his attention on the wall, reinforcing it once again.

_This is ridiculous_, he scolded himself. _Are you just going to sit here and wait for that thing to take your soul?_ He disliked that idea very much, but the thought of letting the barrier fall seemed even worse.

_So what? _he told himself. _You're doomed whether you sit here and wait for it or not. Might as well try being clever before He gets you._ This thought cheered him a little. One last defiant stand sounded like a very good idea and, with a hesitant breath, he let the barrier fall and started hurrying through the hall, careful to avoid the raging puff of smoke where the two Akdevor's and the winged creature were fighting in its depths.

A light. He needed some sort of light. Or did he need a specific light? The creature had not specified. He decided to just start searching through his memories until he found something bright.

But to do that he needed all of the doors open.

Akdevor wasn't around to guard them, but they had been locked shut and there was no way he was going to be able to open them in his condition. He clenched his fists in frustration. How was he supposed to open these doors? He looked around the hall for anything he could use, but it was empty of anything but doors. He peered into a few of the open doors, but quickly looked away when he saw what was inside. Just bad memories. He looked across the hall, at the Time War's door, still closed, but probably not for long. Akdevor would likely win the fight against the winged creature and then he would tear that door from its hinges, taking what was left of the Doctor with it.

Then it occured to him that Gallifrey had had a beautiful sun. Maybe that would suffice? He ran to the other side of the long hall, grabbed the door handle and carefully opened the door. The memories rushed at him in painful waves, but he sorted through them, through all of the death and pain, focusing on his home. His family flashed brightly by and he felt a little warmth touch his icy skin, but he quickly ushered them away and groped at Gallifrey until he had what he wanted. The sun. He pulled it free of the memory and shut the door, holding it tightly in his hands. As he opened them to look at it, he frowned. That was not _near_ bright enough. It was a sun, but there wasn't any light coming from it. He scowled and thrust it back into the door.

He paused, a thought suddenly occuring to him. His family had past. They were glowing. It was duller than he would have liked, but they were glowing. He glanced at the door again and winced. He didn't want to reach in there and bring them into focus. He'd _killed_ them. Besides, he doubted they were bright enough.

But it gave him an idea.

He turned, looking around at the other doors. The puff of smoke was growing and it looked like whatever was within was _thrashing_. The fight was intensifying and he was quickly running out of time. He hurried to the door at the farthest side of the room- the most heavily blocked door in the hall (one he was very familiar with and often visited) and tried to pry it open, but it wouldn't budge. Grumbling in frustration, he stood back and took a deep breath. He could get in. It would exhaust the last of his energy, but he could get in. He just hoped that it would work.

He focused on the door, on the lock that was keeping him from entering. He sent all the mental strength he had at it, willing it to open. He heard a splintering crack and the door groaned. The effort nearly made him collapse, but he grabbed the doorhandle to catch himself, wincing wearily and gasping for breath. He was so tired.

The puff behind him suddenly seperated and a very beaten-looking winged creature appeared from the smoke, flashing fangs at the two puffs that had seperated. There was snarling, growling and howling from the three fighters. The fight had taken a toll on all three participants, though the winged creature had taken the brunt of the damage, covered in bruises, cuts and slashes. The only sign that the two now canine-shaped Akdevors displayed of the fight was that they looked smaller than before.

The Doctor hurriedly opened the door, reaching inside. He felt warmth and soft skin touch his hand. He smiled. He _smiled_ and it nearly made him weep then and there out of pure joy and relief. He reached into that door and pulled out a glowing figure and then he reached in again and pulled out another, and another, and another. One after another, he pulled out his past companions. He pulled out Martha, Mickey, Harriet Jones, Jack, Rose, Ace, Peri, Melanie, Kamelion, Vislor, Harry, Leela, K9, Sarah, Jo, Liz, Brigadier, Zoe, Victoria, James, Ben, Polly, Dodo, Steven, Vicki, Ian, Barbara and Susan. 29 blazing figures entering the hall, all of them beautiful and wonderful.

The Doctor stared at them for a moment, leaning heavily against the wall and panting from exhaustion. He was fairly certain he was about to pass out- or die- but he wanted to hang on for a moment and look at his friends, all of them brilliantly illuminated. All of them as he remembered them; happy and full of compasion and potential. He closed the door full of the good memories of his friends and turned towards the two Akdevors, which were now shrieking and wailing in pain and agony as his companions approached them, making the hall nearly white with their light.

The winged creature was on the floor on its hands and knees, heavily beaten, wings curled in to protect itself. It looked up at the blinding lights, stared for just a moment and then vanished along with one of the Akdevors.

The Doctor watched as his friends grabbed the remaining Akdevor, smothering him until he just evaporated in a flash of light. And then the Doctor shut his eyes.

* * *

><p>And then he opened them, gasping and groping for a lungful of air. He bolted upright and then immediately fell back down, too exhausted to hold up his trembling body. He felt sick physically, but his mind felt worse; like it had been ripped into tiny little shreds, but it was working. Slowly, but surely, it was working, registering his surroundings and recalling the events of the past... day and half. It had been a day and half. He nearly smiled. His time-sense was back.<p>

His mind was too busy working on getting his body to function and repairing the damage done to his weary mind to really focus on the fact that he was looking up into Martha's worried face. It took him a good ten minutes to really appreciate what his eyes were trying to show him, but when at last his brain allowed him to really look around, he beamed a weak smile at her. "Martha," he said wearily.

She nearly burst into tears then, but held herself together, holding his head in her lap and stroking his hair. "Hi," she said, her voice cracking. She sounded exhausted and from the bags under her eyes, she had not gotten any sleep.

He looked past her at the roof and then around at the coral pillars, becoming aware of the metal grating he was laying on. It was uncomfortable, but he wasn't in the mood to complain about petty things like that. "We're in the TARDIS..."

She nodded. "Yeah. We brought you in about half an hour ago, I think," she said. "Don't know where we are, though. We did what you said with the sonic screwdriver. Where did we end up?"

"Cardiff," the Doctor replied, groaning as he tried to get up. Martha gently pushed him back down.

"Stay still. You're too weak to be moving right now."

"Oh, I'm fine, really," he said, but did not try to move again. He had nearly heaved. He turned his head, finding a grotesque head laying a few feet beside him, its white eyes locked in a dead stare. Its body was breathing too slowly, only taking in short inhales. He nearly jumped up and sprinted away at the sight of it, but a gentle, firm hand on his chest stopped him from doing so. He stared in alarm. "There's a Legion in my TARDIS."

"That's Grem," Martha said soothingly, as though this explained everything perfectly.

The Doctor eyed him warily. "He has a name?"

Martha nodded. "He saved your life."

The Doctor's brow raised in surprise and he looked at her. "But... how?"

"I don't know," Martha said. "He got you to make a psychic connection with him and then you both fainted."

"No, not that," he said, although he noted what she said for later, " I mean how is he not like the other Legion? They were all mindless."

Martha shrugged. "I don't know. He never said." She then began to relate everything that had happened since they were seperated, detailing everything that happened in case any of it was more important than it seemed.

The Doctor listened patiently, relieved to have a moments' rest. His body hurt, but his head hurt worse and it was comforting to have her talk to him. He kept looking at her and picturing the golden sun-glow around her. It made him smile a little.

"Glad to hear Amara got away. Where is she? And Jack?"

"They went to look for a med kit," Martha said, glancing over at Grem. He was still unconscious. Martha had apparently gotten some of her shirts and tended to his wounds as best she could, not knowing enough about the creature's anatomy to properly care for it. The Doctor stared at it with a grimace, looking into its eyes, searching for that spark of life. He didn't see it, but he decided he'd wait until it woke before making judgements. This creature had willingly allowed a Time Lord to pull him into his mind and not just any Time Lord; a cornered, scared Time Lord who wasn't of competely sound mind. Grem couldn't have known that the Doctor was too weak to hurt him, but then the creature he had appeared as in the Doctor's mind had seemed familiar with the Doctor's origins. It had also been familiar to the Doctor, but he still couldn't quite place what it was. His head was still groggy and tired.

His thoughts were interrupted when Jack and Amara returned. Jack grinned at the sight of the Doctor. "Look at you! You're not still hallucinating, are you?"

"Depends... do you often wear tutus?"

Jack and Martha laughed and the Doctor joined them, if a little less jovially. It felt good, like a heavy weight was being lifted from his chest. The Doctor looked at Amara and smiled at her. "Hello. How are you feeling?"

"Like you are," Amara replied.

The Doctor nodded in understanding.

Amara fidgeted with the end of her shirt, obviously itching to say something, but hesitant.

The Doctor frowned. "I'm sorry, I don't have the strength yet," he said apologetically. "I will as soon as I can."

She gave a short, disappointed nod.

The Doctor smiled again, but looking at her had cleared his mind somewhat and images of Legion started to fill his mind; screaming and trapped in their own tortured minds. Swallowing, he very slowly started to push himself up. Martha tried to stop him, but he gave her a reassuring look and she helped him sit. He reeled, but only for a moment. He collected himself and then had Jack and Martha help him stand. Both of them gave him concerned looks, but didn't try to stop him.

He leaned wearily against the console of the TARDIS, looking up at her engines in deep thought. "Martha, does your mother hate me?" he asked.

Martha blinked at him. "What? No, she doesn't... _hate_ you, but she doesn't really-"

The Doctor waved his hand dismissively. "I get it. She hates me. I guess then she would't react well if I dropped you, Jack and Amara off at her home?"

"What? Why? Where are you going?" Martha asked.

The Doctor sighed. "Back."

Jack gaped at him. "_Back_? We just got _out_! We can't go back."

"I didn't say we," he said, turning towards the controls.

Martha shook her head in disbelief at him. "No. That's... that's _ridiculous_! You're still not thinking clearly."

He started pressing buttons and pulling levers, ignoring her.

"Doctor, listen to me," Martha said sternly. He didn't turn to her, didn't acknowledge her.

"Doc," Jack started carefully, "Why are you going back?"

The Doctor hung his head. "Because..." He found himself having difficulty finding words. "Because of all those people I left behind. They're stuck. Trapped in their own minds," he said softly, feeling a lump form in his throat.

"_You are weak._"

The Doctor cringed at the voice, turning as Grem got shakily to his feet, ghostly eyes fixed upon the Time Lord. The Doctor stared back, searching the white eyes.

He found it.

And he knew what he had been.

The Doctor stared at him, stunned into silence. Grem regarded him expressionlessly, kind-of jutting his head towards him as though to test whether or not he was safe. The Doctor felt extremely uncomfortable having him there (particularly now that he knew what he was), in the TARDIS, and he felt that she didn't like it, either. But she was tolerating him and he didn't question her judgement. He nodded in greeting, folding his arms across his chest. "Hello. I hear you remember your name."

He scowled. "_We are Legion._"

The Doctor felt like vomiting at that statement, and he shut his eyes to collect himself.

"_I am... Grem._"

The Doctor looked at him again with interest. That was something. "Hello, Grem."

Grem huffed.

Martha, Jack and Amara watched in silence, glancing between the two with interest. Tension had built in the room, and everyone could feel it.

"_I need the Doctor,_" he said.

"What for?"

Grem flicked his dead eyes at Amara and then at the Doctor again. "_I cannot remember. You must help me to remember._"

The Doctor sighed, unfolding his arms. "I'm too tired. I can't right now."

Grem made a noise- the Doctor thought it might have been a chuckle, although it could have been a scoff. "_Then you cannot go back._" Alright, it had been a scoff.

"I have to," the Doctor said. "They need me."

Grem shook his head fervently. "_The Doctor must rest. He would break you now._"

"He's right," Martha interjected. "You can't go back in your condition."

The Doctor rubbed his face with his hands in frustration. "You don't understand!" he barked. It hadn't been intentional and he felt bad for it, but he couldn't stop himself. "I can't let them spend one more second like that! They're being tortured, driven mad. Marcol-" He stopped, unable to continue. He was breathing heavily, close to tears, but he fought them off. The doors that had been cruelly and ruthlessly opened in his mind flooded his thoughts with pain and misery and he had only just enough energy to keep them at bay. He leaned heavily against the TARDIS console and it purred to comfort him.

Martha went to him and brought him into a hug, laying her head on his shoulder. "I know. We don't understand. But you can't help them in your condition. Do you understand that?"

He looked at floor, everything rushing at him at once. He was angry; angry for what Akdevor had done and what he had been unable to prevent, sad for those he left behind, trapped in their minds to be driven slowly insane, and ashamed. Once again, he hadn't been there when people needed him. He had been rendered a helpless, weeping wreck. He was exhausted, drained, defeated. He had no mental barriers to protect himself from the miserable thoughts that did not creep, but leapt to his mind, bombarding him. He felt himself shaking and new he was crying, but didn't really care anymore.

The Doctor gently removed himself from Martha's arms, standing on unsteady feet and then walked around the console to his chair, gently sitting down on it. "I think I'm going to rest for a bit. I suggest all of you do the same."

Jack nodded as though it had been an order and then gestured to Martha and Amara. He turned to Grem, but found the beast laying down on the grating and resting his head on his massive paws, apparently ready to sleep right there. "Okay... Um, come on, Amara. We'll find your room," he said, taking her hand and leading her down one of the hallways of the TARDIS. Martha followed after, casting one last, concerned look at the Doctor before heading off to bed.

The Doctor pretened to be deep in thought until he was sure they were gone and then sat forward on the seat, running a hand through his hair in thought.

"_You must rest,_" Grem said. His head was up. He didn't look tired, either.

The Doctor glanced at him and then looked at the console again, covering his mouth and nose with his hands. "I can't rest."

"_You must._"

The Doctor looked at him, dropping his hands so that his arms rested lazily on his knees. He paused, staring at him thoughtfully. "How'd you do it?"

Grem cocked his head.

"How did you fight him off? By yourself..."

Grem looked at the floor. "_Light. I found light._"

"Yes. That's what you told me to do-" He noticed that Grem looked confused and he guessed that he didn't remember what happened when they'd psychically connected. "-but how did you know to do it?"

"_I... do not remember. He was known to me._"

"You knew what he was?" the Doctor asked.

Grem shifted where lay, switching from one side to the other uncomfortably as he struggled to remember. "_I... was... one of the first. Of Legion. I am not sure. Martha believes I am old._"

"You are," the Doctor said.

Grem raised his head in curiosity. "_You know what I am?_"

"Pretty sure," the Doctor replied.

"_That is yes?_"

He nodded.

Grem waited expectantly, eyes seemingly brighter with anticipation.

"I think you're the last Great Vampire," he said slowly, watching Grem's response carefully. It was exactly what he'd thought it would be; a blank stare. He didn't know what he was talking about and he continued to stare at the Doctor, waiting for him to explain. "A small one, and not as strong as the others, but a Great Vampire nonetheless."

Grem appeared to search his memory. "_I remember great wings._"

The Doctor nodded.

He looked up. "_I remember a war._"

He had been afraid of that. He swallowed. "Yes."

Grem violently shook his head, snarling in frustration. "_I do not remember._"

The Doctor stared at him for a moment, thinking about what he'd done for him, what he'd risked and had been willing to sacrifice to save the Doctor. Deciding, he sighed. "Come here."

Grem looked at him suspiciously, but obliged, coming up so that he stood beside the Doctor's seat. The Doctor repositioned himself so that he faced Grem, was staring into his ghostly eyes. He tried not to look away, or cringe, or grimace or show any sign that Grem's appearance bothered him. Instead, he reached up and put his fingers on Grem's leathery temples and thumbs below his cheek bone. He then shut his eyes.

It took more effort than he'd thought it would to enter Grem's mind and when he came into the hall of doors, it became apparent why.

The doors were saturated with black smoke. Like they had rotten. The whole hall was suffocated in the smoke, although it wasn't so thick that he couldn't see. Small, hissing, canine Akevor's passed through the shadows, circling something lik scavengers waiting for their prey to die. At the other end of the hall, he saw the last Great Vampire, laying on the floor, holding his wounds and hanging his head in exhaustion. He looked up as the Doctor approached.

"Time Lord," he said, bowing his head respectfully.

The Doctor bowed in return, looking at the battered and bruised being before him. His wings were torn to shreds, little bits hanging off uselessly. His grey body was raked with gashes and bruises. The Doctor frowned, putting his hands into his pockets to hide the fact that they were shaking. There was nothing but darkness in the Great Vampire's tarnished, broken mind. He was surprised Grem was able to function as well as he was with what was happening inside of him.

Grem looked around the hall sadly. "I know," he said.

The Doctor looked at him sadly. "I'm so sorry... but this is beyond me. If I could-"

Grem nodded understandingly, his yellow eyes looking around the suffocating darkness in dispair. "You are not to blame. I have been Legion too long."

"I'm sorry," the Doctor said sincerely.

Grem shrugged. "I won't understand. My mind is too polluted with that foul being to comprehend what has happened to me. You must make me understand."

The Doctor nodded, glanced around the room, frowning. Here he was, invited into the mind of a Great Vampire -enemy of the Time Lords- trying to help him, only to find that he was too far gone to save. He might heal, slowly, but he would never be the same. He would forever be Legion. He looked at Grem again. "Why did you trust me?"

Grem smiled. "Rassilion misled the Time Lords concerning my race. He made us appear to be monsters. You know this... but I heard about you, Doctor. Long ago. You were not like other Time Lords. I knew you were capable of seeing me for what I am; not what Rassilion claimed me to be."

"He lied about everything, then?" the Doctor asked.

Grem nodded. "We were not murderers. We were content to eat bred livestock."

"I heard," the Doctor replied. He believed him. He was silent for a moment, staring around the darkness. Even if he'd been well rested, he knew that helping Grem would be next to impossible and the thought got him angry. Just another creature he couldn't save.

"You wanted to know how I did it?" Grem asked, breaking the Doctor from his dark thoughts.

The Doctor nodded.

Grem made to stand, but his legs gave out on him. The Doctor didn't move to help him, knowing that it would only shame him. He watched sadly as Grem sighed in surrender and pointed a weary hand down the hall. "That door. At the end. My family is in there. All of the happy moments I had with them. It came to me when I saw your box. Something clicked inside of me. It was anger at first and I did not understand why it made me angry. Then I _felt_ them." He looked at the door at the end of the hall. "They are not very bright, but they protect me from losing myself."

The Doctor looked at the door at the end of the hall and then at Grem. "May I?"

Grem nodded.

The Doctor turned and walked down the hall, stopping at the door. It was locked, guarded by a layer of black smoke, but not very well. It could be opened if Grem wanted in badly enough. The Doctor unlocked the door and banished the smoke guarding it with difficulty, but he remained standing this time. He opened the door. Great Vampires, glowing dimly, greats wings carrying them, came out of the door and into the hall. They burned away some of the smoke, but there was too much of it, too deeply rooted and they were not bright enough to repel all of it.

Grem smiled at the sight of them. "That should give me clarity for a short while. Will I remember?"

"I don't know," he replied honestly. "You may. I think it depends on whether or not that door gets shut again." He gestured to the door Grem's glowing family was emerging from. "When I'm better rested, I'll give you some extra help to keep it open."

"Thank you. I would be grateful."

The Doctor nodded and pulled away, returning to the TARDIS. He looked at Grem, his eyes no longer ghostly white. They were yellow, very subtly fogged.

"Grem?" he asked.

"_Time Lord,_" Grem acknowledged. "_You will not win against Akdevor, even with the knowledge you have now._"

"I know," the Doctor admitted.

"_What is your plan, then?_"

The Doctor leaned back in the chair, groaning wearily. "I don't know. I thought I'd wing it."

"_Do not be foolish. If you do this, you must free them all at once._"

"I know."

Grem thought, eyes fixed on the floor in concentration. "_Akdevor is the last of his kind... and the weakest. He is not as strong as he proclaims himself to be._"

"Well, I have an idea, but there's the problem of all of those minds I need to free all at once. I just don't have that in me."

"_Then you must be amplified,"_ Grem stated.

"That would take a while."

"_Good. You need rest,_" he said and then returned to the spot he had been laying. He laid down, rested his head on his paws again.

"Are you going to sleep? It's a bit late in the day," he said, attempting a light joke, but it fell flat.

"_I do not know if I will remember this in a few moments, but if that is the case, I would like to sleep without nightmares, if only one more time._"

The Doctor nodded and then leaned back on the seat, staring up at the ceiling. He thought about Grem and the Great Vampires. There had been a time whe he had been so sure they were evil. He'd later found something that had suggested otherwise, but now that he'd met Grem, been in his mind, he knew that Rassilion must have lied. This shouldn't have been a surprise to him, but he couldn't help but feel a little disbelief.

He also thought about the tremendous task at hand. He needed to save those people all at once and as the TARDIS hummed to him, low and comforting, he was fairly certain he knew how to do it.

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><p><strong>We're coming up on the end here, I think. It's actually a little depressing, since I've been using this as an outlet for different reasons. At least I can focus on my other book. Still, I'm going to miss writing this when it's over... but not yet. <strong>

**If I forgot any companions, I apologize. I haven't ever actually watched any of the old Doctor Who. Also, for those of you who are like me in this regard, and are confused as to what a Great Vampire is and who some of the people mentioned were, you can look it up if you're interested at this site: tardis. wiki .com without the spaces.**

**It has all of the Doctor Who information you'll need. It's especially helpful when writing a Doctor Who fic. **


	13. Help

**sadhappygirl: I'm glad you enjoyed it. Grem did help the Doctor, but there are still scars. I feel really sad for Grem, too. Sometimes I'm just plain mean to my characters. And I know you do! Haha **

**Mystery Commenter: I know. *comforts* and thank you.**

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><p>He stood in an endless dark room, staring around at hundreds of faces, twisted in tortured agony. He could see the torment in their eyes, see what they saw; their friends and family dying over and over and over until it drove them mad. And he just stared at them, unable to help them. Amongst them, the vile figures of the elite Legion watched and laughed hideously, but their eyes were as maddened and tortured as the others' were.<p>

They faded away and in their place stood the Master; hands cuffed behind his back, doubling over as he was shot once. Twice. Three times. Over and over. The Doctor ran to him and cradled him in his arms, tears running down his face as he begged him to regenerate. He disappeared, leaving the Doctor kneeling in the middle of the darkened room, tears of sorrow streaming down his face.

Cruel, violent laughter echoed in the room and the Doctor's eyes widened in terror, his body trembling uncontrollably as he looked up at Akdevor; huge, dark and powerful, hovering over him hungrily.

"_You are mine,_" he said, laughing wickedly.

"No... please..." the Doctor begged, grabbing his head in horrified dispair. "Please no!" He shut his eyes, tried to pretend he wasn't there, but the horribly laughter echoed in his ears as a ghaslty reminder.

"_You are mine. And so are they."_

The Doctor looked up and screamed pitifully at the sight. Martha, Jack, Amara, all twisted, leathery, bony and dead, their eyes wide, reflecting the horrors within them.

His hearts stopped, and he begged until his throat was raw. "No! Please! Not them! Not them!"

Akdevor just laughed.

The Doctor tried to get up, but he was too weak. He just knelt and stared at his friends helplessly. He reached out and then froze, staring at his own hand, horror-stricken as leathery black skin began crawling up his arm, eating away his flesh and replacing it. His bones jut out and claws appeared at the ends of his fingers. "NO!" the Doctor screamed despairing panic. He began to rub at it, trying desperately to scrape it off, but it only seemed to increase its speed. He glanced up at Akdevor with frightened, pleading eyes.

Akdevor grinned maniacally. From behind him, Grem, in his Vampiric form, appeared, staring at the Doctor coldly.

"Help!" the Doctor cried.

Grem gazed at him and then began to transform, morphing and twisting until he became Legion. It smiled cruelly at him. "_You will be Legion... HAHA!_" it howled with laughter.

The Doctor felt it creeping through his chest, his legs and slowly up his neck, felt his bones shifting and breaking as he changed. He cried out in agony as Akdevor loomed over him, shadowy hands outstretched to embrace him. "_You are mine..._"

"NO!" the Doctor shouted, sitting upright in his seat, hearts pounding in his chest and breathing rapidly as his crazed eyes gazed unseeingly into the TARDIS.

"Doctor!" Jack said, holding his shoulders and shaking him. "Wake up! Wake up, Doctor!"

The Doctor looked at him, unsure for a moment where he was or who was touching him. He paused and then began to rub his arms and chest frantically, scratching at his skin to rid it of the leathery skin that he was sure was threatening to consume him.

"Doctor, stop!" Jack shouted at him in alarm, grabbing his arms. "Stop! It's alright. You're safe."

The Doctor looked at him, his eyes wide with madness, his breaths coming in rapid, terrified bursts. He looked around the room, recognizing the TARDIS. His TARDIS. He was safe. He was fine... He swallowed, leaning back on the seat. "Jack..."

"You're fine," Jack reassured him, sitting down beside him.

The Doctor worked to get full, calmed breaths, but the more he cooled his adrenaline, the more he felt himself falling apart. His gaze fell down upon his shaking hands and he saw hot tears dripping down from his face onto his palms.

Jack saw it, too and he immediately put an arm around the Doctor's shoulders, pulling him into a hug. The Doctor felt more tears free themselves of his eyes.

"It's alright... it's alright..." Jack soothed gently, rubbing the Doctor's back. He pulled away and looked the Doctor in the face. "You're going to be fine."

The Doctor nodded unconvincingly, sniffing and trying to get himself under control. He couldn't be like this when Martha came in; he wanted to be strong for her. He hadn't even wanted Jack to see him this way. He looked over to where Grem should have been laying, asleep, but found him missing. "Where's Grem gone?"

"The lights started to bother him. I think they hurt him," Jack said. He looked at the Doctor seriously. "Do you... want to talk about it?"

The Doctor swallowed and shook his head. "No."

"Are you sure?"

He nodded, rubbing his face tiredly. He didn't feel at all rested. If anything he just felt more exhausted than before. "Are Martha and Amara sleeping?"

Jack frowned at him, but nodded. "Yeah. They were really tired. Especially Amara. She about passed out as soon as she'd touched the bed."

"Is she sleeping well?"

Jack shook his head. "I think she was having a nightmare. I woke her up and then she went right back to sleep."

The Doctor nodded, looked up at the TARDIS console. "Right... well, I think I'm going to go ahead and drop all of you off at Martha's mother's house. You'll be safe there," he said, carefully standing, using the console as support.

"You're not going back today, are you?" Jack asked with concern.

"Not today," the Doctor replied. "I have some things I need to do first."

"We're not leaving you, Doc," Jack said stubbornly.

His nightmare flashed in his mind briefly, of Martha and Jack as Legion and he shivered. "Yes. You are."

"You're not facing this by yourself. I won't let you," Jack insisted calmly. "Say what you want to Martha; lie to her face, but don't do it to me. It won't work. You need help, whether you want to admit it or not."

The Doctor said nothing, frustration rising in his stomach. "You don't understand..."

"Maybe not," Jack said. "I don't know what you're going through, but I know what I see. What I see is someone who needs help but is too proud to admit it. I get that you don't want Martha and me to get hurt. I get it. So send Martha off, but you won't do it to me. I'm staying right here."

The Doctor turned and looked at the calm determination in his eyes. There was nothing he could say to change his mind, nothing he could do to make him see reason. He sighed.

Jack smiled. "How do you plan to get Martha to stay? You know she won't leave you."

"I'll think of something," the Doctor said, smacking the console with a hammer and throwing a few switches. The TARDIS whirred to life in response as she began to move. He watched the glass tube pump up and down. It was comforting. The loud, and perhaps to some, obnoxious noise of the TARDIS was also comforting. It was sanctuary. It was home.

"What if you told her to watch out for Amara?"

"Amara _will_ need looking after," he mused thoughtfully, "I don't want to take her back there."

Jack nodded.

"But I don't think Francine would like me bringing an alien into her home."

"Probably not," Jack said with a chuckle. "But Martha will make her see reason."

"Who see reason?" Martha asked as she entered the room. The Doctor turned his head when he noticed her watching him, as though she expected him to start screaming and crying again.

Jack glanced at the Doctor for help, but when he recieved none, he turned to Martha. "You and Amara are going to stay at your Mom's," he said, trying to put enough authority into his voice so that she wouldn't argue.

"What?" she asked angrily. She looked up at the Doctor. "No. No. Absolutely not. I'm staying with the Doctor."

Jack sighed, throwing up his hands in exasperation. "Martha, the Doctor can't take Amara back to that planet, but we can't just _drop_ her off, either. She needs someone to look after her."

"My mom can do that," Martha said.

Jack laughed. "Oh, please! She'd sooner shoot her then let her into her house!"

Martha turned to the Doctor. "Doctor, I'm not leaving you."

He looked up at her, feeling old and tired suddenly. "Martha, please do this for me. Go home. Look after Amara. I'll be alright."

"But you're not alright," Martha said. "You're not even okay. Don't think I can't see it. I'm not stupid. I know that for some reason you think all of this is your fault and you have to deal with it alone, but you don't! You don't have to! Jack and I, we're your friends. I want to help."

The Doctor stared at her, brow furrowed.

"She's right," said Amara, standing in the doorway of the hall, leaning against the entryway. "You need help."

The Doctor looked over at her and shook his head. "I don't want to take you back there."

"Doctor, right now, I am damaged beyond repair, like everyone else on that wretched planet. You are their only chance... _my_ only chance. If I have to go back with you, help you, so that you can help myself and the others, then so be it."

"I'm not asking for _anyone's_ help," the Doctor started, but she stopped him.

"I know that. But if you're going to survive to help me, then you're going to need it. What I'm trying to tell you, is that I'm helping purely on a selfish level."

The Doctor looked at her and smiled softly at her. She returned it. She was much more brave than he had originally thought. "No one has to come," he said. "I want to make that clear right now. If you want to leave, do it." He looked around, waiting for one of them to say something, but none of them did. He sighed and nodded, wishing that they would change their minds.

"So, what's the plan?" Jack asked.

The Doctor nodded and turned to the TARDIS, which had parked a few minutes before and was now sitting in the middle of Francine Jones's backyard. He put in new coordinates. "First, I need to make a couple pit-stops. There are a few things I need."

"Such as?" Jack inquired.

The Doctor felt a tickling at his side and he reached into his pocket, pulling out the psychic paper. He flipped it open and read the message inside.

_You are mine._

He frowned and put it back in his pocket.

"What was that?" Martha asked.

"Nothing to worry about. Just something I need to take care of," he said dismissively. He turned to the TARDIS controls, lacing his fingers and stretching them out in front of him dramatically. "Now... where was I?"

"Pit-stops," Jack supplied.

"Ah, yes. Pit-stops. Yes. I need to get a hold of UNIT. I've got a favor to ask them. Jack, do you think you could get me a ship? A big one. It needs to be able to carry a lot of people."

Jack nodded. "No problem. Cargo ship, okay?"

"Perfect," the Doctor said, going over to the door and opening it. "Let's get to work."

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><p><strong>Bit of a short chapter, but the next one promises to be exciting. I'm going to be working very hard on it to make sure its perfect, so I may not be able to upload it tomorrow. We'll see. I hope you enjoyed this chapter though. Oh, and I apologize for a lack of Grem in this chapter. He needed to get away from the lights. <strong>


	14. Burning Light

**sadhappygirl: Yeah, he should have. He always seems to want to do it alone and he doesn't get that he doesn't have to. Grem is in this chapter, although only a little. He's not terribly talkative. Haha.**

**Mystery Commenter: Haha, thanks. Since Akdevor is a very psychic creature, I thought that he should be able to reach out to the Doctor in that manner. **

**Ayiana89: He's silly like that sometimes. Thank you.**

**Okay, this chapter is a bite timey-wimey. Things are happening all at once, but from different people's perspectives. I hope it isn't too confusing, but I thought it would be better this way given everything that's going on at the same time. The next chapter is about halfway done and should be up at least by tomorrow night. Oh and don't be confused by not knowing the full plan. I haven't yet revealed it. **

**Anyway, please enjoy. **

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><p>Legion prowled the dark landscape, ghost eyes ever vigilent. <em>He <em>said that he would return; this _Doctor_ and that they must be watchful for him. They were also warned of the traitor (they had all howled their hatred and rage at such an idea) which was why they traveled in groups of four.

They knew the planet and on several occasions thought they had found the Doctor's companions, but it was only the traces of them in a cave and a small clearing amongst a forest of dead trees. They howled their frustration and skulked off, growling and snapping at each other restlessly.

And then one group saw him.

The tan coat that he wore was visible to them in the darkness and they howled victoriously. The four of them rushed at him, clawing up chunks of dirt and snarling with anticipation. The Doctor- a good hundred yards away- did not turn to run, but watched them approach. This infuriated them, that he was not afraid, and they charged at him with even more vigor, growling and barring their teeth.

The Doctor lifted an arm, touched his wrist and then, mere seconds before they were upon him, he was gone. They skidded to a halt, shrieking with rage and confusion. They circled the spot where he had been standing, clawing at the dirt, at each other, searching with desperate anger. Then they heard howls from beyond the hill next to them, alerting them that another group had spotted the Doctor. They rushed to join them in the hunt.

They met up with the other group, running alongside them at the Doctor, who stood a short distance away. Again, he raised his hand to his wrist and once again, vanished. The eight Legion stopped and snarled in fury. Then howls alerted them that yet another group had spotted the elusive Doctor and they ran off to join them.

Gradually, the small group went from four, to eight, to twenty-four, to forty-eight until all ninety-seven of them had gathered up a few yards away from the prison. Rarely did they all end up in the same place and with their frustration and rage at its peak, several fights broke out amongst them and ninety-seven turned into ninety-five and would have continued dropping if it hadn't of been for a lone howl. All ninety-five ugly heads looked up, spotting the figure in the middle of the empty plain, not far from them. They howled and rushed at him all at once, thirsting to close their jaws on his tender skin and rip flesh from bone with their claws, thirsty for his blood and to relieve the anger and confusion he had put them through. They sought vengeance.

The Doctor watched them approach, not flinching, not moving, just watching. He made to touch his wrist again and they howled furiously, quickening their pace so as to catch him before he could vanish, but instead, the closest Legion to him saw that he was holding two wires that trailed off to either side.

As the last of the straggler Legion passed several strange-looking trees standing in a long, curving row, the Doctor's face came into view of the Legion ahead and they screeched in outraged wrath.

The man who was not the Doctor grinned as they approached and connected the two wires. Bright, blinding white light flooded the plain , surrounding them in a splotlight. They fell to ground, writhing and screeching in pain, desperately trying to shield their lidless eyes from the light, throwing their paw-hands over their eyes and burying their heads beneath their bodies.

The man grinned, squinting in the light at them. Then, he touched his wrist and vanished.

* * *

><p>"Alright... here goes nothing. Wish me luck," Jack said to Martha, throwing on the Doctor's coat and then touching the vortex manipulator on his wrist.<p>

"Good luck," Martha said and smiled at him as he vanished. She turned to Grem, who lowered himself so that she could hop on his back. She didn't want to ride him, as he was terribly uncomfortable, but it was fastest this way. She grabbed one of the jutting bones on his shoulder blade and climbed on top of him. "You ready, Grem?" she asked, patting his side kindly.

He nodded with a little huff. Then he started off, and Martha tightened her grip on him. He was more than capable of outrunning any car, but with how difficult it was to hold onto him (and also hold onto the large bag she was carrying) and stay seated, she prefered a car.

He ran down the large hill the Doctor had dropped them off at and headed to the first town. Grem took them to the front of the town, stopping and glancing around warily.

Martha took the bag off of her shoulder and reached inside, pulling out the large, strange-looking spotlight within. The Doctor had modified it so that it not only shone with regular light, but also ultra-violet and both had been amplified ten times their normal capacity. Taking this, she pointed it into the shadows.

Several screeches and cries of fright erupted forth as the light shone on the hollow faces of the "unfavored" Legion and they began backing away and running off.

"Alright, we've got to be quick, about this," Martha said.

Grem nodded his agreement, chasing after the fleeing Legions. Martha pulled out a metal object from within the bag and put it on the light, narrowing it so that its range was more wide.

Grem dashed into shadows after fleeing Legion, herding them north and out of the town. He quickly chased down stragglers and forced them to the direction he wanted. "_Run, run! Flee to your master!_" he howled, snapping at a Legion that was moving too slow for his liking.

As though it had been a command, the Legions started running off towards the prison.

"Alright, let's make sure they get there," Martha said and Grem ran off behind them.

It took them longer than she would have liked, but Legion were fast and in fifteen minutes they had the first town cleared and had herded them to the prison.

Where Amara was waiting.

She stood at the ramp of the large cargo ship having just parked now that the canine Legion were too busy chasing Jack around the planet. Martha could see where they were to be held, not far off.

"Alright, here's the first batch," Martha said to her, shining the light at the Legions so that they were forced to move forward.

Amara stood to one side of the ramp and shone the light at the oncoming Legions, forcing them up the ramp and into the cargo ship. "That's about... fifty?" she asked.

"Looks like it," Martha said and then glanced up at the dark, looming shadow of the prison. "Any word from the Doctor yet?"

She shook her head. "Not yet, but look up."

She did and through breaks in the dark black clouds that polluted the sky, she could see a few stars zipping past. "We're on the move."

Amara nodded, shining the light menacingly at the last Legion. She turned to Martha and Grem. "Alright, that was the last one. Bring me the next batch. One down... fourteen to go."

Martha turned off the light and put it back in the bag. She then patted Grem's neck for him to head off.

Slowly, but surely, Martha and Grem rode into each town and corralling the Legions there into the cargo ship. But word of what they were doing had spread to the towns and by the time Martha and Grem had gotten there, they were already fleeing to the prison, seeking sanctuary with their master. This sped things along quite nicely and within thirty minutes, they had over two-thousand Legions in the cargo ship.

By the time she and Grem had returned with the inhabitants of the last town, Jack suddenly appeared beside Amara, wiping his hands against each other. "Great! Finished early. Now to get those things onboard," he said, gesturing with a grimace to the whimpering canine Legions.

Martha got off of Grem's back after she'd herded the last Legion into the cargo ship, patting his head in a "job well done" gesture and went to help Jack set up new lights.

She, Jack and Amara went into the cargo ship to gather what they needed. Several huge boxes had been set up, ready to accept darkness-seeking Legions, who had all clambered into the nearest ones. Jack closed the boxes that had been filled and then went up a ramp towards the cockpit, where he grabbed the last of the lights and brought them back down. Martha and Amara took a few from him and began to set them up so that they would make a wall of light leading from the ship to where the canine Legion were writhing.

Finished, Jack was about to head over to the canine Legion when suddenly there was a burst of fiery light from the topmost part of the prison. Jack ducked instinctively and then looked over as the fire built outward towards the sky and then slowly evaporated.

"The Doctor!" Martha cried in alarm, starting towards the prison door. Grem quickly rushed to block her path, putting his body between her and the prison.

"_No,_" he said. "_You must not._"

"But-"

"_No,_" Grem said again and then gently nudged her towards Jack with his head. "_Help with Legion._" He began to nudge her again, but stopped, looking out into the distance.

Martha followed his gaze, still feeling indignant and stubborn, but his expression had alarmed her, so she turned to see what was wrong.

Even in the darkness of the sky, it could be see, slowly but surely coming into view, its bright light breaking through the dark clouds.

"We have to hurry this up," Jack said, spotting it as well. "Martha, help me!" He ran over to the lights pointed at the canine Legion and lowered them one by one so that they made a cage of light.

The Legions recovered quickly, growling, hissing and biting at the light that had hurt them. Then, seeing an opening, they followd the dark path, careful not to touch any beams of light.

Jack whistled at them and made other demeaning noises as though herding cattle.

Grem watched them as they piled into the cargo ship, growling at each one that passed with hatred.

Martha watched the Legions, making sure there were no breaks in the lights, but her eyes kept glancing up to where she had seen the explosion, hoping that the Doctor was alright.

Amara stood near the ramp, watching each one go in with a disgusted scowl. When the last one had gone inside, Jack and Amara turned the lights into the ship, forcing the Legions to find shelter in the remaining empty boxes at the back. Martha hopped inside, shining the light from her backpack at the Legions that wouldn't go into the box, corralling them until at last, they were all huddled into the back of the boxes, growling and hissing venomously. Quickly, Jack shut each box, bringing lights back inside and shining them at the boxes (just in case).

"There! Finished," he exclaimed triumphantly. He turned to Amara and Martha. "Now we wait for the Doctor."

Amara glanced out at the slowly growing light in the sky. "What do we do if he isn't fast enough?" she asked. "Do we take off-"

"We don't move unless the Doctor tells us to," Jack said firmly, interrupting her. He looked at her severely. "You understand? We don't move."

Amara nodded, but kept making nervous glances towards the growing light.

Martha watched its approach as well, hoping and praying more than she had ever done before that the Doctor's plan would work.

* * *

><p>His plan had been fairly simple; Martha, Jack, Amara and Grem's part even more so than his. All they had to do was gather up all of the Legion in close proximity to the prison. The rest was up to him.<p>

The Doctor had dropped Martha, Jack and Grem at the top of a large hill overlooking the dark plains below. Amara was already on her way with the cargo ship and would show up within the next fifteen minutes.

Now, alone in the TARDIS, he started getting ready.

Up to this point, they had spent the whole of two days preparing. Procuring the cargo ship and lights had been easy enough, it had been the other thing the Doctor needed that had taken a bit longer.

Turned out very few people had psychic amplifiers, so the Doctor had been forced to make his own. He'd been very busy gathering up all of the materials he needed, going from place to place, time to time until he had everything he required, but a strong one wouldn't do. He needed a mega-ultra-super-strong one, which was why he ended up spending two days on it. But it was done and he hoped it would work. He hadn't tried it yet, (in case it should short-circuit after being on for too long, which was very likely given the complexity of it) but he was fairly certain that it would work for at least a half hour, more if he was very very lucky.

The two days, however, had given him time to rebuild his mental barriers and fix the damage Akdevor had caused. He didn't sleep, though. He knew that if he did, Akdevor would be waiting, ready to fill every moment with nightmares. Grem had come up to him several times while he was working, informing him that he needed to sleep, but never argued when the Doctor refused.

The Doctor quite liked Grem. Maybe it was because Grem would just sit and let the Doctor babble on about nothing, maybe it was because he wanted to help him recover his memories. More likely it was because Grem never looked at him with worry or concern or pity like Amara, Jack and Martha did. He knew why they were doing it; why they would talk quietly to each other and stop all together when he showed up; they cared. Knowing it didn't help though. It just made him feel ashamed that he wasn't providing them comfort and confidence. He needed to be the strong one.

He didn't blame them, though. He had only fallen asleep twice and each time he had woken screaming. It infuriated him that they had to see him like that and made him work harder and two days later, he was finished. He was ready.

With the amplifier sitting on the floor beside his chair, he put in the coordinates he wanted into the TARDIS controls and then she jolted, whirring as she moved.

The Doctor smiled up at her and then grabbed the amplifier (it looked a lot like a radio, with a cord that was connected to what looked like an earphone) and a modified light. He wished he had his coat, but it had been essential for the canine Legions to believe Jack was _him_, so he had to go without.

When the TARDIS landed, the Doctor took a deep breath, preparing himself and then stepped out of the TARDIS and into Akdevor's control room.

* * *

><p><strong>I hope this chapter wasn't confusing to anyone. Like I said, its a bit timey-wimey in that things are happening all at the same time, but from other people's perspectives. <strong>


	15. Now To Anger

**sadhappygirl: Oh, good, I'm glad. Thank you! Its true and its unfortunate that he feels he does. **

**Mystery Commenter (AKA Nos apparently): Nice to meet you at last! I'm honored to have earned a sign-in. Haha.**

* * *

><p>All was quiet and still in the control room and he could see nothing but the small, blinking lights from thousands of buttons. Akdevor was not there.<p>

Cautiously, the Doctor stepped out of the TARDIS, closing her door and then turning to the room. First things first; he needed to see. He turned on the modified flashlight and scoured the room, eyes scanning over the pillars (which he could now see were covered with familiar writing, although he couldn't place where he'd seen them) until he found what he was looking for. The back wall was lined with wires; wires that connected to all of the buttons and thus the controls. He went back into the TARDIS, got a larger light with a stand and set it up facing the door, but didn't turn it on. Akdevor wasn't here and he didn't want to alert him of his presence just yet. This done, he went to the wall, set down the amplifier beside him and began fingering through the wires like one might books at a book store.

"Aha!" he exclaimed quietly, pulling loose a few wires and holding them up to the light of his flashlight. He transfered them to the same hand and then got out his sonic screwdriver. He scanned them to make sure they were what he thought they were and after his suspicions were confirmed, began peeling off the outer layer to get to the thin cords within. He spliced two togther, connected a couple to another set of wires, put them back and then went looking for more.

He guessed Martha, Jack, Grem and Amara were about halfway done with their tasks, so long as they hadn't run into any trouble. Strange thing was, he was more nervous about them _not_ running into trouble. He'd learned a long time ago that if it was too easy, than you had missed something. Something _very_ important. It unnerved him that he hadn't encountered any problems. Akdevor had not yet made an appearance, which could either mean that Jack, Martha, Grem or Amara had accidentally drawn him out, or he was biding his time, which would be even worse.

It shouldn't be this quiet. Someone or something should have tried to stop him by now.

"Oh, stop that,"he rebuked himself quietly, barely above a whisper, "You're being paranoid. You're plan's probably just working better than you thought."

When have my plans ever gone this well?

He sighed, trying to shake the troubling thoughts and keep himself calm. Akdevor didn't need more negative emotions to feed off of him.

He had just started getting control of his anxiety when he felt him, slowly making his way up the hall. He could feel Akdevor feeling around for him, his mind reaching out like a hand grasping for a handhold. He thought he could hear him laughing, low and cruel, but he wasn't sure. He couldn't quite hear over the frantic beating of his hearts. Time was up and the Doctor began stripping and rerouting wires with urgent speed.

"_Doctor, Doctor... come out wherever you are..."_

Shivers ran up the Doctor's spine as fear took its icy hold on him, but he ignored it, willing his fingers to stop shaking and finish their work.

"_Foolish Doctor. You should have taken your chance when you had it_," he said, chuckling in mock amusement. "_Now you will never leave. Now you will be mine._"

The Doctor's hearts raced as he spliced the last two wires together. He tossed them aside, grabbed the light and flashed it to his right, shining it at the oncoming Akdevor, who screeched and fell back behind a pillar. The Doctor quickly grabbed up the amplifier and ran to the standing light, flipping it on so that it illuminated half of the room in white and blue light. He positioned himself behind it, making sure there was no way for Akdevor to get near him without having to pass through the light.

Akdevor laughed. "_Do you really think those lights will protect you from me, Doctor? I am not so easily bested._"

The Doctor felt Akdevor trying to touch his mind and he pushed him away. "Oh, I don't know about that. Not a lot of beings are afraid of something as silly as a little lightbulb," he drawled, reaching down to the amplifier and grabbing the earphone. He slowly put it into his ear and pressed a button on the amplifier, which began to hum quietly.

"_I see you came fully prepared,_" Akdevor noted, but the Doctor could hear the steady confidence in the way he spoke and he feared that he may have overlooked something. "_And what would that be?_"

The Doctor looked down at the amplifier as if he hadn't noticed it. "What, this thing? It's my boom-box. You never know when you might need theme music, you see. Oh and its a psychic amplifier, but I don't use that part much."

Akdevor chuckled mockingly. "_You must be more frightened than I thought to have brought such a contraption._"

"Frightened? No, that's not me. More like prepared... actually that's not me, either. I usually wing-it. Gets me into trouble most of the time... Well, really all of the time, but lucky for me I'm like a cockroach. I won't go away and I won't die."

"_Oh, but Doctor, your death would be such a waste,_" Akdevor said smoothly. "_You have too much potential to squander lightly._"

He didn't like the way he was talking. He didn't like that he didn't sound concerned and hadn't made any efforts towards stopping him. He had missed something, but he didn't have the faintest idea what Akdevor had up his sleeve.

The Doctor looked at the black mist hovering behind the safety of the pillars' shadows, sliding his hands into his trousers' pockets. "I think I've met my full potential, thanks, but I appreciate the compliment. Well, I hate to cut this conversation short, but in case you didn't notice, I'm quite busy stopping you. But since you're here, I can give you this one chance to stop. Let all of those people go. Let me help you." He thought he would hate himself for even offering something as foul as Akdevor a second chance, but as the words came out of his mouth, he found that he actually meant it. He wanted to help.

But the answer he got was what he had expected. Akdevor roared with laughter, the sound grating against the Doctor's ears.

"_Even after seeing into my mind, you still don't quite comprehend me, do you, Doctor?_"

"No need to get excited, I offer second chances to every beastie I meet," the Doctor said.

The silence that followed sent chills down the Doctor's spine and made his hair stand on end. He'd just angered him somehow, although after going over what he'd just said in his head a few times, he couldn't imagine what could have gotten him in such a fuss.

He didn't have to wonder long.

"_Beastie? You foolish mortal, I am _no_ beastie. I am the darkness that lurks in the heart of every living entity. I am evil personified. My names are diverse, but all come to mean the same thing. The Devil._"

The Doctor rolled his eyes in annoyance. "I hate to burst your bubble, but you're not the only one who-" Realization suddenly hit him like a ton of bricks and he slapped his forehead in wide-eyed revelation. "Of course!" he exclaimed. "Sometimes I am so _thick! _Thick, thick, thick!" He punctuated each word with slap to his head. He looked at the black, smokey form of Akdevor and smiled smugly. "I knew you were familiar... more recently familiar, I mean. And I knew I've seen those letters before." He pointed to the writing on the wall. "I've met one of your kind before... very recently."

"_Impossible. I am the last._"

"You are _now_," the Doctor corrected tauntingly. "You're not the first being who claimed to be the Devil. You want to know what happened to him?" He paused, allowing a dramatic moment to pass before finishing. "I killed him."

Akdevor growled low and deep. "_You speak of the Satan Pit. He was once the strongest, but his power faded. He was weak._"

"True. He was very primal, I suppose, but that was probably because he'd been trapped for eternity," the Doctor mused. "But not you. No. Not you. You're a lot like him, yes, with your god-complex and your Legion, but you... you've adapted. You've evolved with time. I mean, look at this place! Took a planet and made it a spaceship. Turned your servants into monsters. You even evolved out of a physical form. Bravo, well done. But I've got a question..." He could feel Akdevor's anger rising, but he just didn't care, so he did the thing he did best; he babbled. "Why is it that you're on the outskirts of the universe? Hm?"

Akdevor was silent.

"It's not that hard a question. Surely if you're so powerful you'd be out there enslaving the entire universe. So what's stopping you?"

Akdevor growled low in fury.

"Maybe... just maybe... you're not as strong you say you are," he said challengingly. He gestured around the at the controls. "You have evolved, yes, I'll give you that, but this is sad, really. You've barely got enough power in this ship to keep yourself out of the gravity fields of other planets. Its a wonder you haven't crashed into something yet!" He messed with a few controls, frowning in disappointment. "And why would an all-powerful being like you _need_ a ship?" He grinned. "You're body's still too physical to go out into space. In other words... you're _stuck!_" he concluded with a triumphant laugh.

"_Perhaps for now... but once you are mine, once your knowledge is within my grasp, I will be free to roam not just space... but time as well."_

"Fat chance," the Doctor scoffed.

"_You're... what did you call it? You're _boom-box_ cannot fight me off _and_ free Legion. You know that. So, which will it be? Will you save them and let me ravage your soul, or will you protect yourself and let them suffer?_"

"I think you're underestimating me," the Doctor said severely, feeling a slow, ever-growing anger building in his core. "You may surpass me in psychic abilities, but I can build almost anything with just some paper clips and a cardboard box. This thing will hold out for as long as I need it." He patted the top of the amplifier proudly. He was bluffing, of course. He wasn't sure it was going to work for as long as he'd need it, as he hadn't actually built one before and it was likely to overload if it was worked too hard, but Akdevor didn't need to know that. Besides, his fear was being swallowed up by a slow-building anger and he wanted to make him anxious. Make _him_ scared for a change. "So, you have two options. One; you fight me and I let this planet keep hurtling towards the exploding star I've locked into the coordinates, or you can let me disable your ship, free your Legion and send you to the farthest corners of the universe where you can't hurt anyone. It's up to you."

"_I'm already in the farthest corner,_" Akdevor chuckled.

The Doctor smiled darkly. "Believe me, if you were _really_ in the farthest corner of the universe, you would never have had the chance to claim anyone for your Legion."

"_Are you giving me an ultimatum, Doctor?_"

"I'm giving you a choice," the Doctor replied evenly.

Akdevor laughed wickedly, but there was no humor in it. "_How noble. A pointless gesture perhaps, but noble nonetheless. Unfortunately none of your options appeal to me, so I must instead pick another. You will be mine, your friends will be mine and then the rest of the universe._" With that, Akdevor advanced on his mind.

The amplifier worked supremely well. The Doctor threw up barriers that were so strong it made Akdevor howl with pain, retreating. The Doctor wanted to attack him, wanted to show him that he couldn't get away that easily, but he still had to free Legion and from what he could feel just from the peripherals of his minds' eye, there were a _lot_ of Legion to help and it was going to require his full attention. So with Akdevor reeling from his horribly failed attack, the Doctor turned his mind to Legion.

Overwhelming was an understatement. Even with the amplifier, the sheer amount of minds suddenly accessible to him had him reeling and he had to lean against the wall opposite him just to keep standing. All of their pain and suffering rushed at him like a tidal wave, enveloping him in dispair and misery that made his stomach turn over almost to the point of collapsing, but he pushed past it. He saw nearly a hundred minds like Grem, corrupted nearly beyond repair, but the rest were relatively simple. He gathered up his strength, readying himself for a very tiring ordeal when he felt something surge at him, battering through his first barrier like a raging bull. He screamed in pain, dropping to his knees. The corrupted minds, which had been ignoring him for the most part, suddenly lunged at him. His brain felt like it was being ripped apart with jagged claws and he clutched his head, his throat becoming raw and hoarse.

He had expected Akdevor to attack. He would have been able to fight him off easily enough, but he _hadn't_ anticipated Legion to join the fray. They didn't have that kind of mental power. Under other circumstances, he might have taken a moment to marvel at the kind of effort and power it took for Akdevor to leave enough of himself in his elite to even leave behind a strong enough psychic implant that could fight off intruders. He hadn't been aware of it within Grem, because Grem had subdued it enough for it not to be a threat, but the rest of his kind had not been so lucky and now they all ripped, clawed and tore at him with ferocious rage, eager to aid their master.

Akdevor moved on to the second barrier, tearing at it for all he was worth and his Legion quickly joined him. The Doctor retreated from the minds of the other Legion and reinforced the foundering barrier. The weight of both Akdevor and the maddened Legion felt like a vice on his head, but the amplifier was doing its job extraordinarily well, though he could feel heat coming from the machine beside him and knew it was only a matter of time before it overheated.

"_Why do you make this difficult? You know I will get you in the end. Why fight me? None escape me. You will be no exception._"

The Doctor grasped his head, teeth clenched as he hissed in pain, but beyond the minds pressing in on his own, past the violent, evil attackers working their hardest to break his defenses, he saw his companions passing by in their sunlight and amongst them, a majestic, gray creature with great bat wings.

"You're wrong," the Doctor hissed through his teeth, working to get control of his frantic breaths enough to speak clearly. "One _did_ escape you. Have a look." He let Grem through the barrier, his huge wings stretching out in magnificent beauty. Legion snarled in rage at the sight of him, knowing him to be the traitor. Akdevor roared, the sound resonating with the utmost hate.

"You may have broken him," the Doctor said. "But he isn't yours. And neither am I." He started pushing back with renewed strength, feeling Legion and Akdevor unwilling yield to him, being forcefully driven back. They screeched and howled with rage and... terror. They were afraid. He could feel their distress and rage, feel them looking to their master to regain control. Akdevor bellowed in maddened wrath, but could not redeem the ground he had lost. The Doctor continued pushing until the battle was suddenly in Akdevor's own mind.

"You saw my sorrow," the Doctor said coldly as the slow-building anger rose and rose until it was burning like a flame. "You saw my pain. But you never saw my anger. Well you have it now." He stood up, hands dropping down from his hands to his sides. He pulled out his sonic screwdriver and aimed it at the far wall lined with the spliced wires. "You've made your choice. Now accept the consequences." The sonic screwdriver buzzed and the little blue light lit up and the far wall suddenly lit up in flames, illuminating the room and bursting out of the wall and outside, rising forth in a brilliant collumn of flame.

"_What have you done?_" Akdevor bellowed.

"The coordinates are locked and now there's no way to fix them. This planet is doomed for destruction... you along with it."

"_You fool! I will kill them! I will kill them all!"_

The Doctor took a threatening step forward, out of the light and straight up to the black cloud. "If you think threats are going to in any way sway me, you are mistaken. I give one chance and you turned it down. You don't have the power."

"_Wretched flesh-mortal! I am the Dark One! The Deceiver! Lucifer! You cannot b-"_ the rest was drowned out with a horrid howl of agony.

The Doctor turned from him, shut his eyes and focused on Legion, gathering them all to him while simultaneously holding Akdevor at bay. He brought all of them into focus and began reopening the doors that had been shut, closing the doors that had been opened and forcing away the dark and tortorous thoughts that had been plaguing them. The elite he gathered seperately, opening the doors of their friends and family to help their healing, as this was all he was able to do.

"_NO! YOU WILL FAIL! I AM THE DEVIL! THE RAGE AND THE SCOURGE OF THE UNIVERSE! I WILL TAKE THEM ALL AND DESTROY YOU!_"

The Doctor released the minds of the healed one by one until at last all that remained was Akdevor, his screams of violent rage suddenly interrupted by the sound of crackling and a _snap._

The psychic amplifier died.

* * *

><p><strong>Hoo-boy I had a good time writing this chapter. Of course, now I feel like I've gotten into a good writing style and pace, right near the end. Isn't that always how it goes? Haha. I really enjoyed writing this whole scene and I think it turned out nicely. I look forward to everyone's opinions. <strong>


	16. The Last Door

**sadhappygirl: Haha, I'm kind of evil about the cliffhangers, aren't I? Hurray! I'm glad you approve!**

**Nos: Yep and he's angry. Things like thingies breaking always happen at the worst times, don't they? **

**Dengirl: It's true, but they never learn. And they always regret it. **

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><p>Jack, Martha and Amara looked around at the boxes in bewilderment as horrible screams and wails of pain rose from within them. They covered their ears, trying to block out the piercing screeches and cries, glancing around at each other in search of an explanation.<p>

"What's happening?" Martha shouted at Jack.

Their confusion grew as the voices began to change, warbled from their hideous, throaty tones to the sounds of _people; _real people screaming. The cargo area was bursting with the sounds of howls, shrieks, and screeches of agony, sounds more disgusting and horrific than anything any of them had ever heard.

"The Doctor!" Amara shouted, her mouth going from a grimace to a smile. "He's doing it! He's fixing them!"

"_Help! _H_el_p! HELP ME!"

"_It h_urts!"

"_Make _i_t g_o _a_way!"

"_He w_i_ll _ki_ll _us _all!_"

"_Stop it! _Ma_ke_ it _s_top!"

"_The_ st_orm! _The _st_orm! I _fe_el _it!_"

The screams and cries echoed through the room with ear-shattering power and then, slowly, began to die away. The voices changed, gradually, from the grotesque voices of Legion to the whimpering, frightened voices of the original beings.

As the noise died down, Jack slowly removed his hands from his ears, looked around at Amara and Martha. "I think... I think he did it."

"Hello?" a small, male voice suddenly squeaked from one of the boxes. "Is anyone there? Please, help. I can't see..." It turned from frightened to desperate and began banging on the walls of the box. "Please help me!"

This was enough encouragement for others to start following in the first voice's example, banging on the walls desperately and shouting out for help.

Martha rushed to the box nearest her, intending to open it, but Jack ran to her and grabbed her hand before she could press the button that opened the door. "What are you doing?" he snapped.

"They want out," Martha said. "They're scared."

"They could be trying to trick us," Jack reasoned with her.

"Impossible," Amara stated. "Legion isn't capable of changing their voices like that."

"Grem did," Jack countered.

"That was different. Trust me. They're safe now. The Doctor saved them," she said, sounding almost in awe. "He saved them..."

Jack sighed, but released Martha's hand. He glanced around the room, putting his hands on his hips and then frowned. "Where's Grem?"

Martha glanced around. "I don't know... he was here a second ago."

"He's likely gone to find somewhere dark," Amara said. "It hurts him just as much as it did them. Now, open it up! I want to see them." She ran up behind Martha with cautious eagerness.

Martha pressed the button and immediately freed a fairly large crowd of normal-looking aliens, all dripping with the same slimy goo Amara had shed when they'd first met her. They rushed out of the darkness of the crate they had been ushered into minutes before, eyes wide in fear and confusion. Amongst the noise that followed their exit, one could pick up questions like "Where am I?", "What's going on?" and "Where's my family?"

Jack immediately went to address the crowd, holding up his hands and yelling for them to calm down. When the noise didn't stop, he whistled, the high pitch rising above the chatter and silencing them. Their heads all turned in his direction.

"Everyone please calm down! Don't be alarmed. We're here to help and take you back to your homes, but we need you to make our jobs easier and settle down. We'll answer your questions as best we can, but for now please step off to the side so that we can unload the other boxes. Thank you," he said, making dramatically large gestures with his arms for them to stand off to the side.

The diverse crowd of aliens and humans murmured to one another, but did as they were told, some commenting on the banging and shouts coming from the other boxes.

Jack nodded in satisfaction and turned to the impressed faces of Martha and Amara. He grinned. "Alright, let's finish unpacking."

* * *

><p>Grem had heard the Doctor scream the first time and considered going to aid him, but it had soon been replaced with howls of pain from Akdevor and he had relaxed.<p>

He watched Martha, the male and the female Silurian pace the cargo area anxiously, flicking anxious glances out the ship towards the prison. Grem had made no attempt to alert them of what he had heard. He saw no point in it. Besides, he didn't want to alarm Martha further than she already was.

She had been distracted, however, when Legion began reacting to the Doctor within their minds. Grem could feel him as well, no more than a buzz in the back of his mind, but there nonetheless. He watched silently as Martha and her male friend and the Silurian woman fought to restore order among the newly restored creatures; several of whom glanced at Grem, widening their eyes in terrified confusion. He ignored them, pulling back into the shadows in order to remain unnoticed and not create more panic amongst the crowd.

His head perked up suddenly, however, when he heard Akdevor raging bawl, fury dripping off of the sound in violent, murderous tones. The sound was unfamiliar to Grem, venomous hate Grem had not heard Akdevor direct at anyone before. This was followed by cries of pain, both from the Doctor and Akdevor and it occured to Grem that these were the shouts of a final battle; Akdevor intended to kill.

He did not know what strength the Doctor possessed, but he knew what Akdevor's was and this was enough to cause him to turn from the three anxious beings in the cargo hold and start bounding out of the cargo ship -wincing and hissing as the star that had only been a soft glow in the distance now a ball of flame coming closer and closer- towards the dark prison as fast as he could. The Doctor needed him.

* * *

><p>The Doctor glanced down at the now dead amplifier, smoking slightly as it sparked and sizzled and frowned. "Oh, you've got to be kidding me..." he groused in deep annoyance, looking up at the smoke form of Akdevor with renewed fear.<p>

Akdevor laughed evilly and without a word burst into the Doctor's mind in a flurry of rage, loathing and blood-lust. The Doctor threw up his defenses, just barely stopping him from completely obliterating his first wall of defense for a second time- well, third, really. His own anger was fueling him enough to keep Akdevor at bay, but only just. The furious entity was going at him with all he had, screaming, hissing and howling at him all the while.

"_IF I AM TO DIE, THEN SO SHALL YOU, TIME LORD! BUT YOUR LAST MOMENTS SHALL BE AGONY UNKNOWN TO THE UNIVERSE! AND BY THE TIME YOUR STAR HAS DEVOURED THIS PLANET, YOUR LAST, WHIMPERING THOUGHT SHALL BE THE RELIEF THAT YOUR PATHETIC EXISTENCE HAS FINALLY COME TO AN END!_" With each word, he banged, clawed and tore at the mental barrier holding him back, spitting and wailing in a maddened fit of fury and violence.

The Doctor called up his mental energies, straining against the squeezing pressure on his mind and mounted his own attack on Akdevor, pushing him back and into the dark, stinking mess that was his mind and dealing the strongest psychic blow he could muster.

It was like punching a boulder and only afforded him more pain. He squeezed his eyes shut, hissing in pain drawing back. His head spun as his head pounding in his skull, threatening to simply explode out of his head. Stars danced in front of his vision, though due to the psychic battle going on, he couldn't really see anything for it to matter.

It was a mental tug of war, the Doctor shoved and Akdevor shoved back and the Doctor realized he was losing more ground than he was gaining with each push. This was just tiring him out trying to attack back and it wouldn't amount to anything in the end. But he couldn't just let Akdevor keep coming at him as he was; the Doctor would tire eventually and though he had healed in the past two days, he had not fully recovered and Akdevor's rage was fueling his power to impossible degrees. He was fighting a losing battle.

This thought, however, did not make him falter, as he thought it might. His own mental strength was being fueled by his anger, building as he thought of Legion, all of those people tortured into monsters, tormented by their own, dark thoughts. He thought of Grem, who would never be what he once was; the majestic creature the Doctor had seen in his mind cruelly and permanently stripped from him. This foul creature, who fed off of the pain, sorrow and hate of others and caused so much misery was to blame for that and the Doctor harbored no qualms that he should pay. So he continued attacking him despite the futility of it, at one moment eliciting and howl of pain from his enemy.

"_YOUR DEATH WILL BE SLOW AND AGONOZING!"_ Akdevor screeched horrendously.

"That would be impressive since we've only got about twenty minutes to live," the Doctor retorted through clenched teeth, pushing at Akdevor again, his strength quickly waning.

"_IT WILL FEEL LIKE ETERNITY! BEFORE YOUR END YOUR MIND SHALL BECOME MINE!_"

The Doctor screamed when Akdevor shoved again, cracking the barrier in his path. One more shove and he would be through and with the Doctor's strength quickly fading, it wouldn't take him long to barrel through the rest of his defenses.

He wished he could have a moment, just a moment, to see if he could fix the amplifier, or run to the TARDIS, but he knew he would have no such luck. He was going to die, which strangely wasn't so bad, so long as Akdevor went with him. He just wished he could have at least said goodbye before he died. Jack would get them off of the planet before the star could swallow up the planet, and he might even could get Martha back home, and that was a bit of a comfort. What would they do with Grem and Amara? Amara could go back to earth, but Grem would need someone to look after him, to help him heal and guard him from others and himself.

It was as though these thoughts had summoned him, because for no reason at all, the Doctor opened his eyes and glanced over at the entryway of the control room just as Grem came bounding through, all teeth, claws and ghostly white eyes.

Akdevor must have felt his presence, for he withdrew from the Doctor's mind, his smoky body now in the shape of a more horrific Legion and turned to Grem, his rage impossibly increased.

"_YOU TRAITOROUS, PATHETIC, WEAK, VILE LITTLE FLESHLING!_" he roared in rage and Grem yelped in pain, dropping to the floor and grabbing his head. "_I WILL RIP YOU TO PIECES UNTIL NOTHING REMAINS! I WILL BURN YOUR SOUL TO ASHES!"_

The Doctor gasped as the pressure dissipated, leaving him with a sickening headache and he looked in surprise at Grem, who was writhing on the floor. Akdevor had rounded on him in a blind fury, too angry to notice that he had released the Doctor as he unleashed his wrath upon Grem.

The Doctor wasted no time in turning and looking the amplifier over. It was completely burned out with no chance to repair it. He would have to find another way. There was just no way he could beat Akdevor on a psychic level. He didn't have it in him and Akdevor was too powerful. Physical attacks were fairly pointless, as well. He could shine a light at him all he wanted and it would just sear the top layer of "flesh", so to speak. The damage wouldn't be enough to be terribly helpful.

Twenty minutes had turned to ten and he was rapidly running out of time and options, not to mention Grem would not be able to last long under such a powerful attack. So, with little other options, the Doctor grabbed the light on the stand and turned it on Akdevor. The effect was immediate as his black smoke of his body smoked even more with the gray of something burning and he shrieked in pain. He withdrew from Grem's mind, leaving him breathless and exhausted on the ground.

The Doctor picked up his flashlight from where he'd dropped it and shined that at the beast as well, dousing him with light.

Akdevor retreated backward into the wall behind him. "_YOU PROLONG THE INEVITABLE!_"

The Doctor went to Grem, kneeling beside him while still pointing the flashlight and checked for a pulse. He wasn't sure what Grem's heart normally felt like, but the beats were slow. Still, they were there.

Grem stirred as the Doctor touched him and he raised his head and shook it off, eyes immediately locking on Akdevor. "_Doctor..._" Grem spoke raspily. "_Get to your box._"

The Doctor shook his head, looking up as Akdevor found shelter behind a pillar. He felt him try to touch his mind again, but he was momentarily stunned and the Doctor managed to keep him at bay for the moment. He looked down at Grem again. "Sorry, I can't do that."

"_You must_," Grem said, nudging the Doctor's leg with a shaking head.

"Don't be stupid. I'm not leaving you," the Doctor said firmly. "Now come on, get up. I'm too tired to drag you."

"_He must have something to distract Him,_" Grem growled. "_Now go!_" He snapped his jaws warningly, but the Doctor didn't even flinch. Instead, he grabbed onto a few jutting bones and started to pull, grunting in effort as Grem jerked himself away from the Doctor's grip.

He knew Akdevor had recovered when he felt him bulldozing into his mind, breaking the first barrier into tiny little pieces. The Doctor screamed out, his throat feeling like sand, but he pushed back.

And then it hit him.

There was simply no way to keep Akdevor out of his mind, but he was coming at him like an enraged bull, too angry to think clearly, too blind to where_ exactly_ he was going.

You want into my mind?

the Doctor thought. _Fine. Enter at your own risk. _Hoping desperately that he was right, he let down his barriers and let Akdevor in. He didn't just let him have full reign, however. He directed him, led him to where he wanted him to go. He had been going about this all wrong. He'd been trying to keep him out when the whole time he should have been trying to keep him _in._

He took him to the door at the end of the hall; the Time War. The door he had to get through in order to get to where he needed him to be and with a moments' hesitation, opened it, allowing Akdevor inside.

It was pure agony that ripped screams from his raw throat. Akdevor tore through, bringing up every terrible thought, memory and moment he found along the way, feeding off of their energy greedily, but as the Doctor had suspected and hoped, he didn't stop. He was on a rampage he couldn't get out of and charged through, ripping and tearing at everyhting he passed in an animal-like haze of madness.

The Doctor drew him past the time war and deep into his mind, to a place he kept closer to his heart even than the memories of his friends and companions. He brought him to his home, to his family, where he had been happy, where he had felt strong and safe and loved. And then he put all of his remaining energy into shutting that door, locking him within it.

Akdevor took one insane look around as the memories around him glowed more brighter than any sun. shining brilliantly. Akdevor roared in pain and agony, his rampage stopping as he turned around and headed back for the door he had come from, seeking refuge amongst the terrors of the Time War. The Doctor watched in awe as his family grabbed the now physical form of Akdevor; the beast within so similar to Legion but so much worse, screeching and wailing as glowing Time Lords seared his skin at their touch. He bucked and fought them, eyes blinded by their light, but they grabbed him, burning his flesh and and scorching his bones.

"_NO! I AM TOO POWERFUL FOR YOU! I AM THE WICKEDNESS OF THE SOUL! ALL TREMBLE AT MY NAME! YOU CANNOT DEFEAT ME!_" he screamed, but his voice was ragged with grunts and cries of pain as he was scorched and burned by the hands of the Doctor's loved ones; his parents, his siblings, his children.

The Doctor wasn't watching Akdevor die. He was staring at his family, his loved ones, whom he had killed and buried deep within him, too afraid of the guilt he might feel if he let them out, but as he stared at them, all he felt was love. Tears came to his eyes as they gazed at him, forgivness in their eyes.

Akdevor's last howls of life suddenly died and he was abruptly brought out of his mind, eyes snapping open as Grem shook him with a clawed paw.

"_Doctor! Doctor!_" he called/howled at him, trying to rouse him. "_Awaken!_"

The Doctor blinked, his body feeling like lead. He was exhausted and his breath was labored and short, but he was alive and after a look around the empty room, he knew that Akdevor was dead.

"_Doctor. Open your box,"_ Grem rasped, sounding just as tired as the Doctor as he glanced at the doors urgently.

The Doctor looked up at the TARDIS he was laying in front of, Grem having apparently dragged him to its doors. He smiled at the sight of her and tried to get up, but found his limbs weren't listening to him. Grem growled, closed his jaws on the jacket of his suit and yanked, bringing the Doctor up and turning him over so that he could get onto his hands and knees. It was difficult to do and his limbs felt like jelly, but he slowly managed to stand, Grem helping him as best as he could. He grunted as he stood up on his feet and dug into his pockets for the TARDIS keys. He would have toppled over backward had Grem not been supporting him, which was quite a feat since Grem's limbs were shaking with weariness.

Finally, he pulled out the key and unlocked the door, and Grem and the Doctor, last of their kinds, fell inside in a heap.

Grem worked to get his feet under him, snarling in frustration at having landed so pathetically upon the TARDIS ramp and hissing at the painful light on his leathery skin and eyes, but he couldn't move.

The Doctor, with great difficulty, rose to his feet, using the bars of the ramp for support and looked down as Grem yelped and whined as the lights burned him. He moaned with discomfort as he wrestled his jacket off of him and threw it over Grem's head, who huffed appreciatively. Then, he turned and, grabbing the bar hand over hand, made his way to the TARDIS controls. He kind of fell on top of them, leaning against them wearily as his mind pounded in his head, but he ignored it, throwing up a switch and then, grabbing the hammer he kept close at hand, banged the console's surface. The TARDIS whirred in response and they began to move.

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><p>While Jack and Amara busily unloaded the boxes containing the non-canine Legion (as they were not completely convinced the elite Legion were safe to free yet) Martha searched for Grem, checking every shadow and dark corner, but he was nowhere to be found. She eventually started calling out for him, but with all of the noise of the frightened people in the cargo area, she realized this would be a fruitless effort. Sighing, she pushed through the crowd until she found Jack, who was once again trying to get everyone to calm down, as they had gotten restless.<p>

"Everyone please calm down! We'll answer your questions as soon as we can!" he snapped impatiently. He glanced down at his vortex manipulator and frowned. He regarded Martha with an irritated expression as she walked up. "You know, I'm not as much of a people person as I thought." He gave her an annoyed grin, not even amused at his own joke.

"Jack, I can't find Grem anywhere," Martha said.

His frown deepened. "Well, he'd better be on this ship in the next five minutes, because that's when we're taking off."

"What about the Doctor?" Martha asked.

Jack's expression became grim. "I don't know, but if we're not off of this planet in five minutes we're going to be burned to crisps and then those will get burn up until there's nothing left."

Martha frowned, looking around with increased concern. "Where is the Doctor? Why is he taking so long?" she paused as a horrible thought crossed her mind. "You don't think..."

"The Doctor has the TARDIS," Jack said. "And believe me, if Akdevor runs into him, he'd better start running."

Martha stared at him uncertainly. His words had been reassuring enough, but his tone had sounded just as concerned as she felt and instead of feeling comforted, she felt worse. What if he'd failed? What if Akdevor had gotten him? They couldn't just leave him here. And where was Grem? Were they going to leave him too?

She raised her head suddenly when a familiar noise penetrated the bustle and chattering of the crowd and she managed to shout over all of the noise. "Everyone quiet!"

To her surprise and gratitude, all noise ceased but that familiar noise, whirring and grating, followed by thick thumps. She turned as, exactly where he'd told them he'd park, the TARDIS appeared in the corner, fading into existence from thin air. A huge smile crossed her face and she rushed to its doors.

Jack saw it as well, smiled in relieved happiness and then called up the stars to the cockpit. "Amara! We're ready to go! Get us out of here!"

"Alright," Amara called in return and the room buzzed as the engines started up.

Martha threw open the doors of the TARDIS and nearly tripped over the body at the entryway, having to make awkward jumps in order to stay on her feet. Eventually she found a place to stand and looked down at Grem's slow-breathing body, head covered in a pin-stripe suit jacket. He was making soft, hurt whimpers, but for the most part appeared alright. Martha's gaze lifted to the TARDIS controls, where the Doctor was sitting with his back propped up against it, head hung. She gasped and rushed over to him, taking one of his wrists and checking his pulse. She let out the breath she was holding when she felt his blood flowing.

The Doctor suddenly looked up at her with weary eyes and smiled happily. "Did you lose someone?" he asked, gesturing limpy to Grem.

Martha smiled. "I've been wondering where he got off to."

"He saved my life... again," the Doctor said. "Can you cover him with your jacket?"

Martha nodded, stood, got out of her jacket and put it over his back, easing him a little, although her coat wasn't near big enough to cover him completely. It helped, though and Grem huffed his appreciation.

Just then Jack came through the door, glancing down at Grem in confusion and then at the Doctor. "What happened to you?"

The Doctor shrugged. "Oh, nothing, really. Just battled it out with a devil."

"You win?"

The Doctor grinned smugly, although it didn't have the exact effect he wanted, as he was too weary to quite pull it off. "Of course."

Jack smiled, looking down at Grem again. "What's he doing here?"

"He saved the Doctor," Martha explained, petting Grem's side. Grem purred, or at least it sounded like a pur. It may have been a long, throaty cough. She couldn't be sure.

Jack saw the coats and then took off his own, placing it on Grem and nearly covering the rest of his exposed body with it.

"_Thank you, male._"

"Jack," he said, rolling his eyes.

"_Jack._"

Jack smiled, gave the Doctor a look to see if he was alright -at which the Doctor smiled and gave a thumbs up- and then turned and left to calm the crowd, a few of whom had gathered at the TARDIS door to look and see what was going on. One fainted at the sight of Grem, while others back away in fear.

The ship jerked as it pulled away from the dark planet, flying off into space just two minutes before the planet colliding with the exploding star, its dark, shadow sky erupting in flame as it was devoured.

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><p><strong>I briefly considered having Grem die saving the Doctor, but I thought this was better. Grem's had enough crap to deal with in his lifetime without getting killed, too. Haha.<strong>

**So this next chapter will be the last I'm afraid. I'm having a little trouble with the ending, so I can't be sure around when I'll post it. It won't be long, though, I promise. I can't wait to hear your thoughts and thank you all for your comments, watches and faves. I really appreciate them and I hope you enjoyed the chapter.**


	17. The End Is The Beginning Is The End

**sadhappygirl: Thank you so much! Me neither, haha! Yes, I like Grem living much better, too. I'm glad you liked him. I like him, too. Wow, just thank you! I haven't yet made a decision about what my next story will be, or even if I plan to write one. I'd like to, though, for sure. It was my pleasure and thank you _so_ much! **

**Nos: Haha, wow thank you! I spent _hours_ trying to figure out how to put together that last battle (I couldn't figure out how to kill Akdevor, haha) and it finally clicked. I'm so pleased you liked it! **

* * *

><p>Jack later told the Doctor what the freed Legion had described to him about what had happened in their minds. They all talked of the torment and pain, but then they spoke of a storm. When Jack questioned them about it, they'd said that a mighty, raging storm had entered their minds, with more beauty and power than anything they had ever seen or heard of. They described its power with awe-struck expressions, like they'd just stared into the heart of the sun, of it destroying the darkness within them in a rage of lighting and thunder and rain, rolling through like a whirlwind of might and brilliance.<p>

"The Oncoming Storm," Jack had said.

The Doctor nodded wordlessly, making Jack give him an odd look. If he had been expecting the Doctor to boast or affirm what they had seen, he had been mistaken. In all honesty, he didn't know what people saw when he entered their minds and it didn't really matter to him. They were freed now and that was all that mattered.

The canine Legions had all died; every single one of them dead in the crates in heaps of leather, bone, teeth and white eyes that looked as though a lantern behind them had been shut off. Martha asked him why they had not survived, and he told her it was like the Cybermen. When they'd realized what they were now, what had been taken from them, they couldn't cope, the loss too much to bear. So they died. He had been afraid of that, but had hoped at least a few would live. Unlike Grem, the brief clarity the Doctor had given them to what they had become was too much. Of course, had they just held on, they would have forgotten all about it. Akdevor had created within them a new, fairly primitive species that had only retained a shadow of their former selves.

But this wasn't entirely the case for Grem. He was the only canine Legion that had survived, the only one capable of reviving his former self on his own- if only in short, sudden bursts- and would have likely proved to be the most intelligent of all of them. The Doctor speculated it was because of what he had been, but then he may have just had more will to live and carry on than the others did. Whatever the reason, he recovered from Akdevor's last attack on him quickly and was up and roaming around the shadows of the cargo ship within an hour, watching as the Doctor, Martha and Jack tried to organize everyone onboard.

Most everyone there was now homeless; either because Akdevor had destroyed their planet or because all of their family had died already. As Legion, they had lived beyond their normal capacities, perserved within as though frozen, now looking like they hadn't aged a day in the hundred years they had been captives to Akdevor.

The best the Doctor could offer them were rides to either their home world's or wherever else they wanted to go. To those who wanted it, he also offered to block their memories of the whole ordeal, or however much they wanted gone. To his great surprise, only a handful accepted his offer. The others wanted counseling and it eventually became clear to the Doctor that he was not going to be able to get everyone what they needed by himself.

So he'd dropped them off with the with the Shadow Proclamation, who took control of the situation quickly and efficiently, arranging transports, counseling and help to reintegrate into society again. Unfortunately he was forced to deal a lot with the Judoon, whom he didn't particularly like.

During this transaction, the Doctor had hidden Grem in the TARDIS, knowing that if the Judoon saw him, they would likely kill him on the spot, as they had seen the dead bodies of the other Legion and were appalled and disgusted by it- or at least as much as a Judoon can be. They would find a reason to kill him, no matter what the Doctor said to them.

And of course the Judoon had questioned the Doctor tirelessly about everything. They asked what had become of Akdevor, the planet, how the canine Legion had died, and endless more. The Doctor was vague in his answers, not really in the mood to go into detail and also trying to avoid questions that should arouse suspicion against _him_. He doubted they would be understanding or sympathetic to the fact that Akdevor had also attacked him, since they didn't trust him enough as it was and would more likely try to detain him.

After a day, the Doctor finally managed to get the Judoon to let them leave. Amara had asked to go with him, and he allowed her onboard happily. He owed her that, at least.

"Do you want me to block them?" he asked her as he prepared to depart from the Judoon base. "The memories?"

To his surprise, she shook her head. "No. I want to remember. I want... I want to grow from it... do you understand what I mean?"

He nodded, not pressing her further. He looked up as Martha led Grem into the room. She'd covered him in a blanket to protect him from the lights. He heard him sniff.

"_We are leaving,_" Grem said.

"Yep."

"_What will you do with me?_"

The Doctor turned to him, leaning against the console. "Whatever you'd like. Anywhere you want to go, Grem. Anytime, anyplace. I'm sorry, but I can't take you back to your kind. But other than that, its your choice."

Grem lowered his head in thought.

"Of course, we'll have to find someone to look after you; make sure you don't get into any trouble," he teased with a kind smile.

"_Grass._"

"Sorry?"

"_Grass. Take me to grass... soft grass._"

The Doctor smiled. "Earth it is. I can probably find you a caretaker there. But _when_ to take you, that's the question," the Doctor said thoughtfully, running a hand through his hair. "I think sometime in the eighteen hundreds might be best. Less crowded, then."

"Doctor?" Amara said.

He looked at her.

"I'll take care of him."

Martha, Jack and the Doctor all looked at her in surprise.

"I thought you didn't like him," Jack asked.

"Only because I didn't trust him, but he's more than proved himself. Besides, I'm one of very few people who can sympathize with what he's gone through. And since I have no family left, I don't want to be alone."

The Doctor smiled at her gratefully and then looked at Grem. "Is that alright with you, Grem?"

Grem huffed.

"It's settled, then. Where would you two like to go?"

"The eighteen hundreds sounded nice," Amara said, walking over to Grem and giving him a gentle pat, which he appeared to appreciate. "I could get us a little place out in the country. That way Grem could roam around without being disturbed."

The Doctor grinned. "Sounds lovely. I can arrange for a human to live with you, if you'd like. I think it would save you a lot of trouble."

Amara nodded her approval.

The Doctor made the arrangements, getting in contact with a woman he'd met several hundred years ago during one of his eighteenth century exploits named Sandra Thompson. She was ecstatic about the idea, which pleased the Doctor, though he wanted to introduce her to Grem first. As he had hoped, she was more than friendly to Grem. She was a little shocked with his appearance of course, but she remained composed and the Doctor smiled proudly at her.

He then set about getting them a cottage several miles out of the way of neighbors and prying eyes, calling in favors until everything was ready.

He brought them in the night, so Grem could look around without being scalded and blinded by the sun. He opened the TARDIS doors, showing Grem his new, grassy home.

Grem stepped out cautiously, head looking from side to side and sniffing the air. He walked around, his clawed fingers kneading the ground beneath him and then went stalking off toward a small cluster of trees.

The Doctor stepped out of the TARDIS, hands in the pockets of his long tan coat. Martha, Jack, Amara and Sandra came after him.

Sandra took Amara by the arm, smiling brightly at her. "Come on. I'll give you the tour." The two set off for the house, talking to one another companionably.

The Doctor looked at them and then watched as Grem ran around the fields with lightning-quick speed, for no reason at all and the Doctor felt an overwhelming joy fill him as he saw Grem _enjoying_ himself, leaping and snapping at fireflies and clambering up trees as he explored his new home.

Martha and Jack walked up on either side of him, also watching Grem with amused smiles.

"He looks like he's going to be alright," Martha commented happily.

"Looks like he's having the time of his life," Jack corrected with a chuckle, watching as Grem swallowed a firefly, its light visible through the thin, leathery hide of his stomach.

"He'll be well cared for here," the Doctor agreed. "And so will Amara. Sandra is very sweet and she'll take good care of the both of them."

"She was very nice," Martha agreed. "Will Grem ever be... the same, I guess?"

The Doctor sighed. "No. Even if his mind heals, which is unlikely, his body has been changed on a genetic and molecular level. He'll always look like that."

"So there's nothing you can do?" Jack asked.

The Doctor shook his head. "Not without the risk of killing him. And since he's saved my life twice now, I don't think I'd be comfortable chancing it."

Martha nodded understandingly, watching with a smile as Grem stalked around the fields with predatory grace, sniffing at everything within his reach and clawing at bugs or other harmless things that startled him.

The Doctor glanced at Martha and gave her a cheery grin. "Well, I guess that leaves you two."

"What do you mean?"

The Doctor paused a moment. "Do you want to go home?"

Martha balked at him. "Of course not! There's still so much to do!"

"I'm with her," Jack added. "Besides, you still need us. You're hopeless by yourself."

"Me? Never," the Doctor said in mock objection. "I'm fit as a fiddle. That's how the saying goes, isn't it? Can't remember... may be mixing it up, but that happens to the best of us. Anyway, where to next? How about that relaxing place you were talking about, Martha? A beach, maybe?"

Martha smiled. "That sounds lovely. I really, _really,_ sunny beach with no devils and no monsters."

The Doctor winced at her. "I can't garauntee the no-monsters bit, but I _can_ get us a lovely, sunny beach paradise. What do you say?"

"Perfect," Martha said.

"Alright, then, better say your goodbyes."

Martha nodded and ran off after Grem (which was difficult considering how fast he could move) and eventually caught up with him.

Grem turned his attention away from the interesting sights of the field and looked up at Martha. "_The grass is soft,_" he said.

"It is. It's very nice," she agreed with a smile. "You're going to be very happy here."

Grem eyed her, the glow of his white eyes seeming to dim. "_I will not see you again._"

Martha frowned sadly at him. "I'll come visit every chance I get."

Grem looked at her and for a moment that flicker of ancient knowledge was visible, but was gone before it could be said it was there. Martha pet his head and he made a gutteral noise of approval.

She smiled. "I'll miss you. And... thank you for everything."

Grem fidgeted uncomfortably, his expression scowling and she smiled at him in understanding, knowing that he was unable to express what he felt. She knew what he meant and eased his frustration by petting him again. He nudged her hand, sniffing her as though to memorize her scent. He looked at her, trying very hard to convey his gratitude, then appearing distracted by something, he turned and walked slowly off.

Jack meanwhile had gone over to Amara and Sandra, who were just leaving the house again.

The Doctor watched them and looked down at Grem, who had silently walked up to him. "Thank you," the Doctor said to him. "For saving me and my friends. I owe you."

Grem nodded. "_And I you._"

"I'll come and visit. Every year at the least, to help you heal."

"_I thank you, Time Lord_," Grem said.

The Doctor smiled brightly at him. "Oh, look at that. You're already starting to recover a bit."

Grem looked at him and then nudged him with his head in a gesture of affection. Then he returned to Martha, nudging her repeatedly. She patted him a few times and then kissed him on the head. Then she said her goodbyes to Amara and Sandra before returning to the Doctor.

Jack walked over to Grem, said a short, but grateful goodbye and walked back over to them.

Martha looked at the Doctor. "You alright?"

"I'm always alright," he said, then returned her gaze. "You?"

She nodded.

The Doctor waved goodbye to Amara and Sandra, then took Martha's hand. "Come on. Let's go." The three of them walked into the TARDIS and the Doctor bounded over to the console, throwing off his coat and draping it between one of the coral pillars. "Alright!" he said, clapping his hands and then started working the controls. "Beaches, beaches, here we come."

The three grabbed hold of the console as the TARDIS buzzed and whirred, the glass in the engine pumping up and down in a steady, comforting rhythm as the blue box slowly faded in and out until it was gone.

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><p><strong>I'm sad it's over. Once again I find myself disatisfied with the ending, but hopefully you guys are not. I had such a good time writing this fic and I hope you enjoyed it as much as I did.<strong>

**I've been wondering for the past several days if I was going to write another story, but haven't made up my mind yet. I was considering an 11 and 10.5 Doctors story I've had in my head for a few weeks, but again, I'm undecided. If anyone is willing to give me some feedback (both on the story and a potential new story) I would be very grateful. **

**Thank you so much everybody for the comments, favorites and alerts. The support really inspired me to write quickly and as best as I could. Hope it was worth the read. :)**


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